SecProbe.io

June 21, 2011

Via Email
Kevin P. Clark  Vice President and Chief Financial Officer  c/o Delphi Automotive LLP  5725 Delphi Drive  Troy, MI 48098
Re: Delphi Automotive PLC
Registration Statement on Form S-1  Filed May 25, 2011
  File No. 333-174493

Dear Mr. Clark:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Prior to printing and distribution of the prel iminary prospectus, please provide us with
mock-ups of any pages that include any pi ctures or graphics to be presented.
Accompanying captions, if any, should also be  provided.  We may have comments after
reviewing the materials.

Market and Industr y Data, page ii

2. Please revise the last seven words of the last  sentence to remove the implication that
information contained in the prospectus may not be accurate or complete.  You may not
disclaim responsibility for the accuracy or completeness of the information contained in
your document.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 2
 3. We note you have relied on reports from thir d-party sources, including J.D. Power and
Associates and The Fredonia Group, for data.  Please provide us with the relevant
portions of the materials you cite.  Add itionally, please confirm that reports and
information provided by third parties were not prepared specifically for inclusion in the
prospectus and are available for free or for a nominal subscription.  Alternatively, provide
consents of the third parties pursuant to  Rule 436 with your next amendment.
 Prospectus Summary

4. Item 10(e)(1)(i) of Regulation S-K require s that whenever one or more non-GAAP
financial measures are included in a filing with the Commission the registrant must
include a presentation, with equa l or greater prominence, of the most directly comparable
financial measure or measures calculated and presented in accordance with generally
accepted accounting principles.  Given that your non-GAAP EBITDA is disclosed prior
to the corresponding GAAP net income, we believe the non-GAAP measure has been
given greater prominence.  Please revise to  present the equivalent GAAP measure with
equal or greater prominence.
 Our Company, page 1

5. Please balance the disclosure in this s ection by disclosing your history, including your
bankruptcy, in the opening para graphs of this section.

6. With a view to revised disclosure, pleas e provide us with substantiation for your
statement that “[you] would have maintain ed positive EBIDTA even if volumes were
30% below actual industry production vol umes (or global production of 55 million
vehicles rather than 78 milli on vehicles), assuming constant product and regional mix.  In
your response, explain the material assumpti ons underlying this calculation and explain
why it is appropriate to assume  a constant regional mix.

7. Please provide us with substantiation fo r your statements that “[i]n 2010, we won
business that we estimate will represent $20 billion of gross anticipated revenues based
on expected volumes and assumed pricing.  In the first quarter of 2011, this trend
accelerated, with another $6.6 billi on in new business awards.”
 Recovery of Developed Markets and Con tinued Emerging Markets Growth, page 4

8. Please disclose that vehicle production vol umes for the North American and Western
European markets are substantially lower than  the period prior to th e recession.  We note
your disclosure on page 47.

9. Please revise the graphs to include estimated  data for the years 2011 to 2014 or delete
references to CAGR.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 3
 Trend of Increased Fuel Efficien cy and Reduced Emissions, page 5

10. We note your disclosure regarding the exp ected growth in value of powertrain and
emissions electronics and OEM-installed infota inment systems.  Pl ease briefly explain
what is meant by “value” and disclose whethe r growth in value corr elates to proportional
growth in the prices you charge OEMs and your gross margins from sales of these
systems.
 Strong Cash Flow Generation and Balance Sheet, page 8

11. Please revise to briefly explain what makes th e amount of gross debt you carry “prudent.”
Similarly revise references to “prudent am ount of gross debt” and “prudent amount of
leverage” on page 51.
 Experienced and Accomplished Management Team, page 8

12. Please remove “[a]ccomplished” from the heading of this subsection.
 Summary Historical Consolidat ed Financial Data, page 13

13. Please revise to disclose the company’s basic and diluted earnings per share for each
period presented.  Pro forma earnings per share for the latest fiscal year and subsequent
interim period presented in the company’s fina ncial statements should also be disclosed.

14. We note the company’s presentation of EB ITDA and Adjusted EBITDA.  We further
note from footnote (2) that the company uses EBITDA as a m easure of operating
performance.  However, we note that the company has reconciled this measure to operating income and income from continuing op erations before income taxes and equity
income rather than net income, which would be the most comparable US GAAP measure.
Please revise to reconcile EBITDA and Adju sted EBITDA to the company’s net income,
the most comparable GAAP measure, for each  period presented.  Refer to the guidance
outlined in Questions 103.01 and 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Financ e regarding Non-GAAP
Financial Measures.  The presentation of  EBITDA and Adjusted EBITDA disclosures
throughout the registration statemen t should be similarly revised.

15. We note that the  line item “cash and cas h equivalents (as of period end)” for the
predecessor entity  for the period from January 1, 2009 to October 6, 2009 reflects a
balance of $862 million whereas the cash flow  statement on page F-9 reflects a balance
of zero at this same date.  Please r econcile and revise these disclosures.
 Risk Factors, page 16

16. Please remove the last sentence of the introduc tory paragraph.  If a risk is not deemed
material, it should not be referenced  in the risk factor section.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 4
 17. Please add a risk factor desc ribing the risks because shareh older protections under Jersey
law may not be as protective as shareholder pr otections under U.S. law.  We note in this
regard disclosure in the last paragraph on page 153.
 The cyclical nature of automo tive sale and production, page 16

18. Please revise this risk factor  by specifically discussing the recent downturn in the auto
industry, and disclose that, while  the industry is in a recovery , sales in North America and
Western Europe remain significan tly below pre-recession levels.
 Our business in China is subject to aggressive competition, page 18

19. We note from press accounts that the Chinese government appears to be taking actions
which would reduce the rate of growth in the auto industry.  Please tell us what
consideration you gave to including risk fact or disclosure regarding the risks to you from
changes in China economic policies.
 Use of Proceeds, page 32

20. We note that you may use the proceeds to re duce outstanding indebted ness.  Please revise
to include the disclosure requi red by Instruction 4 to Item 504 of Regulation S-K.  To the
extent indebtedness owed to re lated parties will be reduced with the proceeds, please list
this separately.

21. In addition, once you have determined the approximate net proceeds of the offering,
please revise to disclose the approximate amount intended to be used for each purpose
discussed in this section.
 Unaudited Pro Forma Condensed Consolidated Financial Information, page 35

22. We note from the introductory paragraph on page 35 that the pro forma adjustments
include the impact of the credit agreemen t executed on March 31, 2011 with respect to
$3.0 billion in senior secured credit facilities , of which $2.5 billion in term loans were
used to repurchase certain membership in terests, and the modification to the credit
agreement in connection with the syndication thereof.  Plea se revise the introductory
paragraph or the notes to the pro forma financ ial information to expl ain in further detail
the nature of the “certain membership inte rests” that were repurchased using the $2.5
billion in term loans.  In addition, please revise the introductory paragraph and notes to
the pro forma financial information to explain in detail the nature of the modifications
that were made to the credit facility that ha ve been reflected in the pro forma financial
information.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 5
 Notes to Unaudited Pro Forma Condensed Conso lidated Statements of  Operations, page 39

23. Refer to footnote (a) on page 39.  Please revi se to disclose the significant assumptions
that were used to calculate or determine th e amounts of these adjustments for each of the
periods presented.  As part of your revised di sclosure, please disclose the amount of debt
repaid and issued and the related interest ra te associated with th e debt along with any
other assumptions that were re levant in calcula ting the amounts of these adjustments.

24. We note from footnote (a)(i)(a) that the interest expense adjustment related to the credit
agreement and Senior Notes was based on a bl ended rate of 4.57%.  Please explain in
further detail the basis for this rate and explain how it was calculated or determined.

25. Please revise footnote (b) to disclose the statutory tax rate used to calculate the
adjustments for each period presented.
 Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 41

26. Please revise the pro forma balance sheet to present all adjustment s included therein on a
gross rather than net basis.  Please note that all balance sheet adjustments should be
individually self-balancing.

27. Refer to footnote (a) on page 41.  Based on the disclosures provided in footnote (a), we
are unable to determine how the $(297) adju stment reflected in the pro forma balance
sheet was calculated or determined.  Please re vise footnote (a) to disclose all of the
significant assumptions that were used to  calculate or determine this pro forma
adjustment.  Your revised disclosure shoul d separately disclose the amount of the
proceeds received from the issuance of the Senior Notes, the amount of debt issuance
costs incurred in connection w ith the Senior Notes and the amount of debt issuance costs
related to the modification of the credit agreement.

28. Please revise footnote (b) to disclose how the adjustment was calculated or determined.
Please specifically disclose how the amounts of debt issuance costs th at were written off
were determined, as well as the amount of incremental debt issuance costs that were capitalized.  Footnote (b) shoul d also disclose the debt i ssuance costs incurred in
connection with the issuan ce of the Senior Notes.

29. Please revise footnote (c) to clearly state the amounts that were used to pay down the
credit agreement and Senior Notes.  Your revi sed disclosure should be in a level of detail
to enable a reader to determine the amounts used to repa y each obligation.

30. Please clarify why footnote (d) refers to a loss on extinguishment of debt and the pro
forma statements on operations on pages 37 an d 38 have no adjustment to eliminate such
a loss.  In addition, please explain in foot note (d) how this loss on extinguishment was
calculated or determined.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 6
 Management’s Discussion and Analysis, page 47

31. Please revise the second full paragraph on pa ge 48 to discuss how changes in sales mix
impacts your sales.  Revise the last risk factor on page 16 in this manner as well.
 Japanese earthquake and tsunami, page 48

32. We note from the last risk fact or on page 18 that some of yo ur suppliers are “sole-source
suppliers or are sole-source s uppliers to other supp liers of ours.”  Please include a chart
or similar presentation identifying the single source supplier for these products or tell us
why this disclosure would not be  material to investors.
 Consolidated Results of Operations, page 52

33. We note that the company’s discussion of its results of operations fo r the various periods
presented in the company’s financial statemen ts includes a discussion of gross margin.
As gross margin is impacted by both changes in the levels of the company’s sales and
costs of sales, please revise MD&A to also  include a discussion of changes in the
company’s cost of sales.  The revised discus sion should include a discussion of the costs
that comprise the company’s cost of sales fo r each period along with  factors responsible
for changes in the components of costs of sales during each period presented in the
company’s financial statements.
 Liquidity and Capital Resources, page 78

 Contractual Commitments, page 81

34. We note that the company has presented the cont ractual maturities related to the modified
credit agreement in narrative form and not  included such amounts with debt in the
contractual commitments table.  To the exte nt you wish to present debt amounts, as
modified in May 2011, please revise to in clude a pro forma table of contractual
commitments reflecting the pro forma amounts w ith applicable explan ations for what has
been adjusted from the histor ical financial statements.
 Management, page 113

 Experience of Directors, page 115

35. Please revise the director biogr aphies to briefly discuss the on an individual basis the
specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director.  Refer to Item 401(e) of Regulation S-K.

 Kevin P. Clark
 Delphi Automotive LLP   June 21, 2011  Page 7
 Principal and Selling Shareholders, page 150

36. Please disclose in the footnotes the natural pe rson(s) who exercise sole or shared voting
and/or dispositive powers over the company’s sh ares held by any legal entity listed as
selling shareholders.
 U.S. Federal Income Tax Considerations, page 157

37. Please revise the first sentence of this section to clarify that the discussion is the opinion
of Davis Polk & Wardwell LLP.

38. Refer to the second full paragraph on page  160.  We suggest removing this paragraph
which appears to be asking investors’ tax ad visors to provide th e tax considerations
which the issuer should provide.
 Underwriting, page 163

39. Please disclose that selling sharehol ders may be deemed underwriters.
 Delphi Automotive LLP December 31, 2010 Financial Statements, page F-5

Consolidated Statement of Operations, page F-6

40. We note that you have disclosed historical  earnings per share information for the
Predecessor in your Selected Financial Data on page 44 of the registration but have not
provided such disclosures on the statement of operations for either of the periods for
which Predecessor results of operations have  been presented in your statements of
operations.  Please revise to disclose basi c and diluted earnings per share for the
Predecessor for all periods presented or expl ain why you do not believe this is required.
The notes to the company’s financial statemen ts should also be revised to include the
disclosures required by ASC 260 -10-50 for the Predecessor periods, as applic