SecProbe.io

November 14 , 2013

Via E-Mail
Mr. Kevin P. Clark
Chief  Financial  Officer
Delphi Automotive PLC
Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom

Re: Delphi A utomotive PLC
 Form 10-K for the year ended December 31, 2012
Filed February 11 , 2013
  File No.  001-35346

Dear  Mr. Clark :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 the information you provide in response to these  comments, we may
have additional comments.

Note 15. Shareholder’s Equity, page 94
Net Income per share

1. We note from the disclosure included on page 95 that the weighted average shares used
to compute basic and diluted earnings per share for the years ended December 31, 2011
and 2010 have been adju sted to give effect to the Class A, Class B and Class C
membership interests that were repurchased or redeemed during 2011. Please explain in
further detail how you calculated or determined the effect of the Class A, Class B and
Class C membership interest s on your basic and diluted weighted average shares
outstanding during 2011 and 2010. As part of your response, please supplementally
provide us with your computations.

Mr. Kevin P. Clark
Delphi Automotive PLC
November 14 , 2013
Page 2

 Note 7. Intangible Assets, page 76

2. The disclosure regarding the estimated useful liv es used to amortize your various
categories of intangible assets to expense is overly broad. Please revise to disclose the
range of useful lives which are being used to amortize each major category of
amortiz able intangible assets to expense.

Note 20. Sup plemental Guarantor and Non -Guarantor Condensed Consolidating Financial
Statements, page 107

3. We note the disclosure indicating that the Senior Notes issued in May 2011 are fully and
unconditionally guaranteed by certain of Delphi Corporation’s direct and indirect parent
companies and by certain of Delphi Automotive PLC’s direct and indirect subsidiaries on
a joint and several basis. Please tell us and revise Note 20 to indicate whether the
guarantor subsidiaries are 100% owned. Refer to the guidance outlin ed in Rule 3 -10(f) of
Regulation S -X. The notes to your interim financial statements should be similarly
revised.

Report on Form 8 -K filed July 31, 2013

4. We note from the press released furnished in your report on Form  8-K filed on July 31,
2013 , that you have included a reconciliation of your actual net income to your “adjusted
net income ,” a non -GAAP measure , that is essentially in the form of a non -GAAP
income statement. As outlined in Question 102.10 of the Compliance and Disclosure
Interpreta tions regarding Non -GAAP measures maintained on the Commission’s website ,
it is generally not appropriate to present a full non -GAAP income statement for purposes
of reconcil ing a non -GAAP measure to most comparable GAAP measure as it may attach
undue prom inence to the non -GAAP information. Please confirm that you will revise to
eliminate this presentation. Refer to the guidance outlined on the Commission’s website
at http://www .sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all  applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with res ponding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Kevin P. Clark
Delphi Automotive PLC
November 14 , 2013
Page 3

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned, at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief