filings.toolsItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Form 10-K.
(1) Financial Statements:
| Page No. | |
| — Reports of Independent Registered Public Accounting Firm | 72 |
| — Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014 | 74 |
| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014 | 75 |
| — Consolidated Balance Sheets as of December 31, 2016 and 2015 | 76 |
| — Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 | 77 |
| — Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014 | 78 |
| — Notes to Consolidated Financial Statements | 79 |
(2) Financial Statement Schedule:
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| Additions | |||||||||||||||||||
| Balance at Beginning of Period | Charged to Costs and Expenses | Deductions | Other Activity | Balance at End of Period | |||||||||||||||
| (in millions) | |||||||||||||||||||
| December 31, 2016: | |||||||||||||||||||
| Allowance for doubtful accounts | $ | 26 | $ | 24 | $ | (7 | ) | $ | (1 | ) | $ | 42 | |||||||
| Tax valuation allowance (a) | $ | 910 | $ | 578 | $ | — | $ | (30 | ) | $ | 1,458 | ||||||||
| December 31, 2015: | |||||||||||||||||||
| Allowance for doubtful accounts | $ | 21 | $ | 11 | $ | (7 | ) | $ | 1 | $ | 26 | ||||||||
| Tax valuation allowance (a) | $ | 747 | $ | 192 | $ | — | $ | (29 | ) | $ | 910 | ||||||||
| December 31, 2014: | |||||||||||||||||||
| Allowance for doubtful accounts (b) | $ | 60 | $ | 10 | $ | (5 | ) | $ | (44 | ) | $ | 21 | |||||||
| Tax valuation allowance (a) | $ | 642 | $ | 187 | $ | (15 | ) | $ | (67 | ) | $ | 747 |
| (a) | Additions Charged to Costs and Expenses are primarily related to taxable losses for which the tax benefit has been reserved. |
| (b) | Other Activity primarily represents the reclassification of balances related to billing adjustments to accounts receivable. |
The other schedules have been omitted because they are not applicable, not required or the information to be set forth therein is included in the Consolidated Financial Statements or notes thereto.
(3) Exhibits: (including those incorporated by reference)
| Exhibit Number | Description | |
| 2.1 | Master Disposition Agreement among Delphi Corporation, GM Components Holdings, LLC, General Motors Company, Motors Liquidation Company (fka General Motors Corporation), DIP Holdco 3, LLC, and the other sellers and other buyers party thereto, dated July 26, 2009(1) | |
| 3.1 | Memorandum and Articles of Association(4) | |
| 4.1 | Form of Ordinary Share Certificate(3) | |
| 4.2 | Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of July 12, 2011(2) | |
| 4.3 | Senior Notes Indenture, dated as of February 14, 2013, among Delphi Corporation, 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 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on February 14, 2013) | |
| 4.4 | Second Supplemental Indenture, dated as of March 3, 2014, among Delphi Corporation, 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 3, 2014) | |
| 4.5 | 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) | |
| 4.6 | 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) | |
| 4.7 | Second Supplemental Indenture, dated as of November 19, 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 November 19, 2015) | |
| 4.8 | Third Supplemental Indenture, dated as of September 15, 2016, 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 September 15, 2016) | |
| 4.9 | Fourth Supplemental Indenture, dated as of September 20, 2016, 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 September 20, 2016) | |
| 10.1 | Restatement Agreement to Amended and Restated Credit Agreement, dated as of August 17, 2016, among Delphi Automotive PLC, Delphi Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender, Issuing Bank and a Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on August 18, 2016) | |
| 10.2 | Delphi Automotive PLC Executive Severance Plan, effective February 1, 2017*+ | |
| 10.3 | Delphi Automotive PLC Executive Change in Control Severance Plan, effective February 1, 2017*+ | |
| 10.4 | Delphi Corporation Supplemental Executive Retirement Program(1)+ | |
| 10.5 | Delphi Corporation Salaried Retirement Equalization Savings Program(1)+ | |
| 10.6 | Delphi Automotive PLC Long Term Incentive Plan(3)+ | |
| 10.7 | Offer letter for Jeffrey J. Owens, dated October 2, 2009(7)+ | |
| 10.8 | Offer letter for Kevin P. Clark, dated June 10, 2010(1)+ | |
| 10.9 | Offer letter for Majdi B. Abulaban, dated October 2, 2009(9)+ | |
| 10.10 | Offer letter for Jugal K. Vijayvargiya, dated October 2, 2009(12)+ | |
| 10.11 | Offer letter for Joseph R. Massaro, dated September 13, 2013(14)+ | |
| 10.12 | Employment Agreement, dated February 14, 2014, as amended by the Addendum to the Employment Agreement, dated February 19, 2015, between the Company and Liam Butterworth(12)+ | |
| 10.13 | Form of Non-Employee Director RSU Award Agreement pursuant to Delphi Automotive PLC Long Term Incentive Plan, as amended(5)+ | |
| 10.14 | Letter Agreement, dated October 29, 2012, between the Company and Kevin P. Clark(6)+ | |
| 10.15 | Form of Officer RSU Award Agreement pursuant to the Delphi Automotive PLC Long Term Incentive Plan(8)+ | |
| 10.16 | Form of Officer RSU Award Agreement (including Continuity Incentive RSU Award) pursuant to the Delphi Automotive PLC Long Term Incentive Plan(8)+ |
| 10.17 | Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+ | |
| 10.18 | Form of Officer Performance-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated(11)+ | |
| 10.19 | Form of Officer Performance-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated, effective 2016(13)+ | |
| 10.20 | Form of Officer Time-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated(11)+ | |
| 10.21 | Form of Continuity Performance-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated(11)+ | |
| 10.22 | Form of Continuity Time-Based RSU Award pursuant to the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated(11)+ | |
| 10.23 | Delphi Automotive PLC Leadership Incentive Plan, as amended and restated effective April 23, 2015 (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+ | |
| 10.24 | Delphi Automotive PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2017)*+ | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges* | |
| 21.1 | Subsidiaries of the Registrant* | |
| 23.1 | Consent of Ernst & Young LLP* | |
| 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* | |
| Exhibit Number | Description | |
| 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# |
- Filed herewith.
+ Management contract or compensatory plan or arrangement.
(1) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on June 30, 2011 and incorporated herein by reference.
(2) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on August 1, 2011 and incorporated herein by reference.
(3) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on October 31, 2011 and incorporated herein by reference.
(4) Filed with the Registration Statement on Form 8-A (File No. 001-35346) of Delphi Automotive PLC on November 10, 2011 and incorporated herein by reference.
(5) Filed with Form 10-Q for the period ended June 30, 2012 on July 31, 2012 and incorporated herein by reference.
(6) Filed with Form 10-Q for the period ended September 30, 2012 on November 1, 2012 and incorporated herein by reference.
(7) Filed with Form 10-K for the year ended December 31, 2012 on February 11, 2013 and incorporated herein by reference.
(8) Filed with Form 10-Q for the period ended March 31, 2013 on May 1, 2013 and incorporated herein by reference.
(9) Filed with Form 10-K for the year ended December 31, 2013 on February 10, 2014 and incorporated herein by reference.
(10) Filed with Form 10-K for the year ended December 31, 2014 on February 9, 2015 and incorporated herein by reference.
(11) Filed with Form 10-Q for the period ended March 31, 2015 on April 30, 2015 and incorporated herein by reference.
(12) Filed with Form 10-K for the year ended December 31, 2015 on February 8, 2016 and incorporated herein by reference.
(13) Filed with Form 10-Q for the period ended March 31, 2016 on May 4, 2016 and incorporated herein by reference.
(14) Filed with Form 10-Q for the period ended June 30, 2016 on August 3, 2016 and incorporated herein by reference.
Filed electronically with the Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DELPHI AUTOMOTIVE PLC | ||
| /s/ Joseph R. Massaro | ||
| By: Joseph R. Massaro | ||
| Chief Financial Officer and | ||
| Senior Vice President |
Dated: February 6, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 6, 2017, by the following persons on behalf of the registrant and in the capacities indicated:
| Signature | Title | |
| /s/ Kevin P. Clark | President, Chief Executive Officer & Director (Principal Executive Officer) | |
| Kevin P. Clark | ||
| /s/ Joseph R. Massaro | Chief Financial Officer and Senior Vice President (Principal Financial Officer) | |
| Joseph R. Massaro | ||
| /s/ Allan J. Brazier | Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| Allan J. Brazier | ||
| /s/ Rajiv L. Gupta | Chairman of the Board of Directors | |
| Rajiv L. Gupta | ||
| /s/ Joseph S. Cantie | Director | |
| Joseph S. Cantie | ||
| /s/ Gary L. Cowger | Director | |
| Gary L. Cowger | ||
| /s/ Nicholas M. Donofrio | Director | |
| Nicholas M. Donofrio | ||
| /s/ Mark P. Frissora | Director | |
| Mark P. Frissora | ||
| /s/ Sean O. Mahoney | Director | |
| Sean O. Mahoney |
| /s/ Timothy M. Manganello | Director | |
| Timothy M. Manganello | ||
| /s/ Ana G. Pinczuk | Director | |
| Ana G. Pinczuk | ||
| /s/ Thomas W. Sidlik | Director | |
| Thomas W. Sidlik | ||
| /s/ Bernd Wiedemann | Director | |
| Bernd Wiedemann | ||
| /s/ Lawrence A. Zimmerman | Director | |
| Lawrence A. Zimmerman | ||
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