SecProbe.io

November 4, 2011

Via E-mail
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. 5 to the Registration Statement on Form S-1  Filed October 31, 2011
  File No. 333-174493

Dear Mr. Clark:

We have reviewed your response to our letter dated August 29, 2011 and have the
following additional comments.   Summary Historical Consolidat ed Financial Data, page 13

1. Refer to footnote (5) on page 15.  Please revise to disclose the amount of the
commissions to be paid to the underwr iters in connection with the offering.

2. Please revise to eliminate the presentation of  pro forma net income and earnings per share
for the nine months ended September 30, 2010.  Your Selected Financial Data on page 46
should be similarly revised.
 Risk Factors, page 16

 We are involved from time to time in legal proceedings, page 26

3. We note that you maintain reserv es for litigation related to yo ur Brazil operations that are
“substantially less that the amount of claims asserted.”  Please revise here and on page
118 to quantify the amount reserved for these claims.  To the extent that the reserves
maintained for any other litig ation is materially less th an the amount of the claim
asserted, please revise this risk  factor disclosure accordingly.
 Capitalization, page 34

4. Please revise to provide footnote disclosure  explaining how the pro forma as adjusted
amounts of additional paid-in- capital and retained deficit as of September 30, 2011 were
calculated or determined.

 Kevin P. Clark
 Delphi Automotive LLP   November 4, 2011  Page 2
 Dilution, page 44

5. Please revise your calculations of your tangib le net book value per share on a historical
and pro forma basis to exclude the record ed value of your intangible assets of $623
million as of September 30, 2011.  Additionally, the first sentence of your dilution disclosures on page 44 should be revised to refer to your historical net tangible book
value as of September 30, 2011 rather than your pro forma net tangible book value at this
date.  Please revise accordingly.
 Management’s Discussion and Analysis, page 49

6. We note from page 53 that the description of  EBITDA is described as “operating income
before depreciation and amortization, including long-lived asset and goodwill impairment.”  Given that EBITDA is defi ned as earnings before income taxes,
depreciation, and amortization and is rec onciled to net income, please revise your
description to refer to earnings rather th an operating income.  The description of
“Adjusted EBITDA” on page 54 sh ould be similarly revised.
 Liquidity and Capital Resources, page 83

 Credit Agreement, page 83

7. We note from page 84 that the credit agreem ent was further modified in October 2011 to
better accommodate your anticipated corporate structure following the offering.  Please
revise the discussion on page 84 to explain the nature of the modifications and the
specific terms of the modified agreement.  Note 8 on page F-90 should be similarly
revised.
 Special IPO Incentive Opportunity, page 153

8. We note from the disclosure on page 153, th at in connection with the initial public
offering, all current members of the Board of  Managers are eligible to receive a $275,000
award following the completion of an initial public offering if the implied company value at the time of the offering is greater than $6.0 billion.  Please revise the pro forma balance
sheet included on page 42 of the registration statement to include a pro forma adjustment
for this expected award.  Also, please revi se MD&A to discuss the amount of expense
that the company expects to recognize in connection with these cash awards upon
completion of the company’s planned public offering.
 September 30, 2011 Interim Financial Statements, page F-78

 Consolidated Balance Sheets, page F-79

9. We note from the disclosure included in Note  12 that subsequent to September 30, 2011,
additional Class B membership interests were  redeemed at a cost of $39 million and a

 Kevin P. Clark
 Delphi Automotive LLP   November 4, 2011  Page 3
 $95 million distribution will be  paid on December 5, 2011 with regard to membership
interests held at October 31, 2011.  Please revi se to include a pro forma balance sheet
reflecting these changes in capit alization alongside your historic al balance sheet as of the
latest period presented.  Refer to th e guidance outlined in SAB Topic 1:B:3.
 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 /   M a x   A .  W e b b
  Max A. Webb  Assistant Director
 cc: Michael Kaplan   Davis Polk & Wardwell LLP