SecProbe.io

Mail Stop 3561
        April 18, 2016

Mr. Joseph R. Massaro
Chief Financial Officer
Delphi Automotive PLC
Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom

Re: Delphi Automotive PLC
            Form 10 -K for the Year Ended December 31, 2015
            Filed February 8, 2016
Form 8 -K furnished February 4, 2016
            File No. 001 -35346

Dear  Mr. Massaro :

We have reviewed your filing s 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2015
General

1. You stated in your letter to us dated September 25, 2013 that non -U.S. distributors sold
your products into Sudan and Syria, countries which are designated by the U.S.
Department of State as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls.   Your Form 10 -K does not include disclosure about any
contacts with Sudan or Syria, whether through direct or indirect arrangements.   Please
provide us with information regarding you r contacts with Sudan and Syria since the
referenced letter.   You should describe any products, technology and services you have
provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements
or other contacts you have had with the  governments of Sudan and Syria or entities they
control.

Mr. Joseph R. Massaro
Delphi Automotive PLC
April 18, 2016
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security h olders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, addres s materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   As you know,
various state and municipal governments, universities and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should address the
potential im pact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan and Syria.

Item 6. Selected Financial Data, page 30

3. We note that on page 30 you present the non -GAAP financial measures adjusted
operating income and adjusted operating income margin.  We also note your disclosure
that management utilizes adjusted operating income to evaluate performance and as the
key perf ormance measure of segment income or loss and for planning and forecasting
purposes, and you believe this measure is most reflective of the operational profitability
or loss of your operating segments.  In light of the fact that you present this non -GAAP
measure on a consolidated basis, as well as on a segment basis, please tell us, and revise
to disclose the reasons why you believe this measure, provides useful information to
investors.

Note 13.  Commitments and Contingencies, page 99

4. We note several cases disclosed in Note 13 where you indicate that a loss is not probable,
or, that a loss beyond what is reserved is not probable, therefore no reserve has been
made.  Please note that in accordance with ASC 450 -20-50-3 if no accrual is ma de for a
loss contingency because one or both of the conditions are not met, or an exposure to loss
exists in excess of the amount accrued pursuant to the provisions of ASC 450 -20-30-1, if
there is at least a reasonable possibility that a loss or an additi onal loss may have been
incurred, t he disclosure shall indicate the nature of the contingency and shall give an
estimate of the possible loss or range of loss or state that such an estimate cannot be
made.  Please confirm your compliance with the requireme nts of ASC 450 -20-50-4 and
tell us  that you will revise your disclosures in future filings , as applicable .

Form 8 -K furnished February 4, 2016

5. We note that in the fourth quarter and full year 2015 highlights sections you disclose
adjusted operating incom e and adjusted operating income margin, two non -GAAP

Mr. Joseph R. Massaro
Delphi Automotive PLC
April 18, 2016
Page 3

 financial measures, without disclosing the comparable financial measures calculated in
accordance with GAAP.  Please revise this section to present with equal or greater
prominence, the most directly com parable financial measures calculated and presented in
accordance with GAAP.   See Item 10(e)(1)(i)(A) of Regulation S -K and Instruction 2 to
Item 2.02 of Form 8 -K.

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 responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequa cy 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

 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 United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger at
(202) 551 -3301  if you have questions regarding comments on the financial statements and
related matters.  Please contact th e undersigned, at (202) 551 -3377  with any other questions.

Sincerely,

               /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure