SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Jul 20, 2011
Aptiv PLC (APTV) (CIK 0001521332)
Date: July 20, 2011 · CIK: 0001521332 · Accession: 0000000000-11-043876
AI Filing Summary & Sentiment
File numbers found in text: 333-174493
Letter
July 20, 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 Amendment No. 2 to the Registration Statement on Form S-1 Filed July 13, 2011 File No. 333-174493
Dear Mr. Clark:
We have reviewed your response to our lette r dated July 8, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 43
1. Please revise footnote (f) to disclose how the additional $12 million of compensation expense as a result of accelerated ve sting was calculated or determined.
Delphi Automotive LLP December 31, 2010 Financial Statements, page F-5 Notes to Consolidated Financial Statements, page F-12
17. Membership Interests, page F-57
2. We note from your response to prior comments 8 and 9 that the fair value at issuance and net income are allocated to the various me mbership classes based on the distribution provisions of the LLP Agreement. Please provi de us with a copy of this agreement and indicate in your response the relevant s ections of the agreement that govern the distribution of income and membership interest s. Also, please file this agreement as an exhibit to your registration statement or advise. General
3. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X.
Kevin P. Clark Delphi Automotive LLP July 20, 2011 Page 2 4. An updated accountant’s consent should be included in any future amendments to your Form S-1 registration statement.
You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief at (202) 551-3813 if you have questions re garding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3750 with any other questions. Sincerely, /s/ Max A. Webb Max A. Webb Assistant Director cc: Michael Kaplan Davis Polk & Wardwell LLP
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July 20, 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 Amendment No. 2 to the Registration Statement on Form S-1 Filed July 13, 2011 File No. 333-174493 Dear Mr. Clark: We have reviewed your response to our lette r dated July 8, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36 Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 43 1. Please revise footnote (f) to disclose how the additional $12 million of compensation expense as a result of accelerated ve sting was calculated or determined. Delphi Automotive LLP December 31, 2010 Financial Statements, page F-5 Notes to Consolidated Financial Statements, page F-12 17. Membership Interests, page F-57 2. We note from your response to prior comments 8 and 9 that the fair value at issuance and net income are allocated to the various me mbership classes based on the distribution provisions of the LLP Agreement. Please provi de us with a copy of this agreement and indicate in your response the relevant s ections of the agreement that govern the distribution of income and membership interest s. Also, please file this agreement as an exhibit to your registration statement or advise. General 3. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X. Kevin P. Clark Delphi Automotive LLP July 20, 2011 Page 2 4. An updated accountant’s consent should be included in any future amendments to your Form S-1 registration statement. You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief at (202) 551-3813 if you have questions re garding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3750 with any other questions. Sincerely, /s/ Max A. Webb Max A. Webb Assistant Director cc: Michael Kaplan Davis Polk & Wardwell LLP