SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Aug 9, 2011
Aptiv PLC (APTV) (CIK 0001521332)
Date: Aug. 9, 2011 · CIK: 0001521332 · Accession: 0000000000-11-048035
AI Filing Summary & Sentiment
File numbers found in text: 333-174493
Letter
August 9, 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. 3 to the Registration Statement on Form S-1 Filed August 1, 2011 File No. 333-174493
Dear Mr. Clark:
We have reviewed your response to our lette r dated July 20, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36
Notes to Unaudited Pro Forma Condensed Conso lidated Statements of Operations, page 40
1. Please revise note (a)(v) to clearly disclose how each adjustment to interest expense was calculated or determined.
Selected Financial and Other Data, page 46
2. Please revise the amount of the Class B net in come (loss) per membership interests unit for the six months ended June 30, 2010 of $78.60 so that it agrees to the $786.60 per the interim statement of operations on page F-78. Financial Statements, page F-1
Delphi Automotive LLP June 30, 2011 Financial Statements, page F-78
Note 12. Membership Interests, page F-96
3. We note your response to prior comment 2 but are still unclear as to how the amounts of net income allocated to the Class B and Class E-1 membership interest during the three months ended June 30, 2011 were calculated or determined. Please advise us of how the $297 million and $1 million allocated to the Clas s B and Class E-1 membership interests,
Kevin P. Clark Delphi Automotive LLP August 9, 2011 Page 2 respectively, for the three months ended June 30, 2011 were calculated or determined in accordance with section 5.1 of the LLP Agreement dated July 12, 2011. General
4. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X.
5. 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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August 9, 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. 3 to the Registration Statement on Form S-1 Filed August 1, 2011 File No. 333-174493 Dear Mr. Clark: We have reviewed your response to our lette r dated July 20, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36 Notes to Unaudited Pro Forma Condensed Conso lidated Statements of Operations, page 40 1. Please revise note (a)(v) to clearly disclose how each adjustment to interest expense was calculated or determined. Selected Financial and Other Data, page 46 2. Please revise the amount of the Class B net in come (loss) per membership interests unit for the six months ended June 30, 2010 of $78.60 so that it agrees to the $786.60 per the interim statement of operations on page F-78. Financial Statements, page F-1 Delphi Automotive LLP June 30, 2011 Financial Statements, page F-78 Note 12. Membership Interests, page F-96 3. We note your response to prior comment 2 but are still unclear as to how the amounts of net income allocated to the Class B and Class E-1 membership interest during the three months ended June 30, 2011 were calculated or determined. Please advise us of how the $297 million and $1 million allocated to the Clas s B and Class E-1 membership interests, Kevin P. Clark Delphi Automotive LLP August 9, 2011 Page 2 respectively, for the three months ended June 30, 2011 were calculated or determined in accordance with section 5.1 of the LLP Agreement dated July 12, 2011. General 4. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X. 5. 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