DELPHI 2015 Annual Report Download - page 144

Table of Contents
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In February 2015, under the time-based vesting terms of the 2012, 2013 and 2014 grants, 535,345 ordinary shares were
issued to Delphi executives at a fair value of $42 million, of which 199,211 ordinary shares were withheld to cover minimum
withholding taxes.
The performance-based RSUs associated with the 2012 grant vested at the completion of a three-year performance period
on December 31, 2014, and in the first quarter of 2015, 1,364,966 ordinary shares were issued to Delphi executives at a fair
value of $107 million, of which 545,192 ordinary shares were withheld to cover minimum withholding taxes.
The grant date fair value of the RSUs was determined based on the closing price of the Company’s ordinary shares on the
date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an
independent valuation specialist with respect to the relative total shareholder return awards. Based on the target number of
awards issued for the February 2015, 2014 and 2013 grants, the fair value at grant date was estimated to be approximately $76
million, $53 million and $60 million, respectively.
A summary of activity, including award grants, vesting and forfeitures is provided below:
RSUs
Weighted Average
Grant Date Fair Value
(in thousands)
Nonvested, January 1, 2013 ......................................................................................... 1,899 $ 31.09
Granted .................................................................................................................... 1,526 41.72
Vested ...................................................................................................................... (285) 29.26
Forfeited .................................................................................................................. (222) 34.55
Nonvested, December 31, 2013 ................................................................................... 2,918 36.55
Granted .................................................................................................................... 1,278 57.27
Vested ...................................................................................................................... (1,736) 33.14
Forfeited .................................................................................................................. (186) 41.69
Nonvested, December 31, 2014 ................................................................................... 2,274 50.38
Granted .................................................................................................................... 1,683 72.30
Vested ...................................................................................................................... (1,774) 42.45
Forfeited .................................................................................................................. (203) 64.75
Nonvested, December 31, 2015 ................................................................................... 1,980 74.66
As of December 31, 2015, there were approximately 1,217 thousand performance-based RSUs, with a weighted average
grant date fair value of $42.65, that were vested but not yet distributed.
Delphi recognized compensation expense of $72 million ($55 million, net of tax), $76 million ($58 million, net of tax)
and $46 million ($35 million net of tax) based on the Company’s best estimate of ultimate performance against the respective
targets during the years ended December 31, 2015, 2014 and 2013, respectively. Delphi will continue to recognize
compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate
performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value
of the awards and the Company’s best estimate of ultimate performance against the respective targets as of December 31, 2015,
unrecognized compensation expense on a pretax basis of approximately $111 million is anticipated to be recognized over a
weighted average period of approximately 2 years. For the years ended December 31, 2015, 2014 and 2013, respectively,
approximately $59 million, $8 million, and $3 million of cash was paid and reflected as a financing activity in the statements of
cash flows related to the minimum statutory tax withholding for vested RSUs.
22. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
STATEMENTS
Basis of Presentation
Notes Issued by the Subsidiary Issuer
As described in Note 11. Debt, Delphi Corporation (the "Subsidiary Issuer/Guarantor"), a 100% owned subsidiary of
Delphi Automotive PLC (the "Parent"), issued the 2011 Senior Notes, the 2013 Senior Notes and the 2014 Senior Notes, each
of which were registered under the Securities Act. The 2011 Senior Notes were subsequently redeemed and extinguished in
March 2014 and March 2015. The 2013 Senior Notes, 2014 Senior Notes and, prior to their redemption, the 2011 Senior Notes,