SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Mar 23, 2017
Aptiv PLC (APTV) (CIK 0001521332)
Date: March 23, 2017 · CIK: 0001521332 · Accession: 0000000000-17-009631
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 March 2 3, 2017 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, 2016 Filed February 6, 2017 Form 8 -K filed February 2, 2017 File No. 001 -35346
Dear Mr. Massaro :
We have limited our review of your filing to the financial statements and related disclosures 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, 2016
Item 6. Selected Financial Data, pages 31
1. We note your reconciliation of adjusted operating income to net income attributable to the Company. Please revise your next Form 10 -Q to begin your reconciliation with GAAP results rather than non -GAAP results , in each place this reconciliation is disclosed in your filing . Please refer to Question 102.10 of the non -GAAP C&DIs.
Joseph R. Massaro Delphi Automotive PLC March 2 3, 2017 Page 2
Form 8 -K Filed February 2, 2017
2. We note your Q1 and full year 2017 financial guidance for adjusted operating income and income margin and adjusted earnings per share. However, it does not appear that you have included a reconciliation of those measures to the most comparable GAAP measure s in accordance with Item 10(e)(1)(i)(B). If you have excluded a quantitative reconciliation for the forward -looking non -GAAP measures in reliance on the "unreasonable efforts" exception in Item 10(e)(1)(i)(B) , please revise to disclose this fact and identify that the information is unavailable. Please refer to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 - 3301 with any questions.
Sincerely,
/s/ Melissa Raminpour
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Mail Stop 3561 March 2 3, 2017 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, 2016 Filed February 6, 2017 Form 8 -K filed February 2, 2017 File No. 001 -35346 Dear Mr. Massaro : We have limited our review of your filing to the financial statements and related disclosures 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, 2016 Item 6. Selected Financial Data, pages 31 1. We note your reconciliation of adjusted operating income to net income attributable to the Company. Please revise your next Form 10 -Q to begin your reconciliation with GAAP results rather than non -GAAP results , in each place this reconciliation is disclosed in your filing . Please refer to Question 102.10 of the non -GAAP C&DIs. Joseph R. Massaro Delphi Automotive PLC March 2 3, 2017 Page 2 Form 8 -K Filed February 2, 2017 2. We note your Q1 and full year 2017 financial guidance for adjusted operating income and income margin and adjusted earnings per share. However, it does not appear that you have included a reconciliation of those measures to the most comparable GAAP measure s in accordance with Item 10(e)(1)(i)(B). If you have excluded a quantitative reconciliation for the forward -looking non -GAAP measures in reliance on the "unreasonable efforts" exception in Item 10(e)(1)(i)(B) , please revise to disclose this fact and identify that the information is unavailable. Please refer to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 - 3301 with any questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leisure