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SEC Comments Letter

 New York

 Menlo
Park

 Washington DC

London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

 Davis Polk & Wardwell LLP

 450 Lexington Avenue

 New York, NY 10017

 212 450 4000 tel

 212 701 5800
fax

 July 12, 2011

Re:
Delphi Automotive PLC

Registration Statement on Form S-1 Amendment No. 1

 File No. 333-174493

Mr. J. Nolan McWilliams

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Mr. McWilliams:

 We are writing this
letter to respond to the comment letter (the “Comment Letter”) of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated
July 8, 2011 with respect to Amendment No. 1 (“Amendment No. 1”), filed June 30, 2011, to the Registration Statement on Form S-1 (the “Registration Statement”) originally filed by Delphi
Automotive PLC (the “Company”) on May 25, 2011. For your convenience, we have reproduced the Staff’s comment preceding each response. In connection herewith, the Company is filing Amendment No. 2 (“Amendment
No 2”) to the Registration Statement. All page references are to the version of Amendment No. 2 filed on the date hereof. Please let us know if you have any questions or if we can provide additional information or otherwise be of
assistance in expediting the review process.

 Please find enclosed four copies of Amendment No. 2 marked to show changes from Amendment
No. 1. The changes reflected in Amendment No. 2 include those made in response to the comments of the Staff in the Comment Letter and other changes that are intended to update, clarify and render the information complete.

Mr. J. Nolan McWilliams

2

July 12, 2011

 Unaudited Pro Forma Condensed Consolidated Financial Information, page 36

Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations, page 40

1.
Refer to footnote (a)(iii) on page 40. Please revise to disclose the significant assumptions that were used to calculate or determine the amounts of the original
issue discount and accretion.

 The Company has revised its disclosure on page 40.

As noted in the revised disclosure, the adjustment reflects an increase in interest expense for the three months ended March 31, 2011
and year ended December 31, 2010, resulting from the amortization to interest expense of $86 million in debt issuance costs and the accretion of $3 million of original issue discount (“OID”) incurred pursuant to the Credit Agreement
executed on March 31, 2011 and as subsequently modified on May 17, 2011, as well as $20 million of debt issuance costs related to the Senior Notes. Deferred debt issuance costs and OID are recognized as additional interest expense over the
life of the respective debt commitment(s) utilizing the effective interest method pursuant to ASC 835-30-45. Details of the calculation are as follows:

Amortization

($ in millions)

Issuance
Costs

Debt Term
(in months)

Three months ended
March 31, 2011

Year ended
December 31, 2010

 Revolving Credit Facility

$
30

60

$
2

$
 6

 Tranche A Term Loan

7

60

0

2

 Tranche B Term Loan

49

72

2

8

 8-Year Senior Notes

10

96

0

1

 10-Year Senior Notes

10

120

0

1

 Debt Issuance Costs

$
106

$
4

$
18

 Tranche A OID

1

60

0

0

 Tranche B OID

2

72

0

0

 Total

$
109

$
4

$
18

2.
Please revise adjustment (a) to disclose the relevant assumptions that were used to determine the elimination of interest expense and accretion on extinguished
old notes.

 The Company has revised its disclosure related to adjustment (a) by adding footnote
(iv) to include further description of the relevant assumptions that were used to determine the elimination of interest expense and the accretion on the extinguished old notes on page 41.

As noted in the revised disclosure, the adjustment reflects the elimination of interest expense and accretion of the fair value premium
previously recognized related to the $41 million senior unsecured five-year notes (“Old Notes”). These Old Notes were issued in connection with the acquisition of certain assets of the Predecessor, had an Acquisition Date fair value of $49
million, and were repaid in connection with the execution of the Credit Agreement on March 31, 2011.

 The Old Notes paid
12% interest and were scheduled to mature on October 6, 2014 resulting in interest expense of $1 million and $5 million relating to the three months ended March 31, 2011 and year ended December 31, 2010, respectively. In addition, the

Mr. J. Nolan McWilliams

3

July 12, 2011

$8 million Acquisition Date fair value premium was being accreted to interest expense over the five year life of the Old Notes resulting in a reduction to interest expense of $0.5 million and $2
million relating to the three months ended March 31, 2011 and year ended December 31, 2010, respectively.

 Notes to Unaudited Pro
Forma Condensed Consolidated Balance Sheet, page 42

3.
Please revise footnote (b) to disclose how the $9 million reduction in original issue discount associated with Tranche B was calculated or determined.

 The Company has revised its disclosure in footnote (b) on page 43 to disclose how the $9 million
reduction in OID was determined.

 The $2.25 billion Tranche B Term Loan was issued under the terms of the March 31, 2011
Credit Agreement at a 0.5% discount, or $11 million, which was accounted for as a deduction to the recognized face amount of the loan pursuant to ASC 835-30-45-1A. As a result of the May 17, 2011 modification to the Credit Agreement, $1.3
billion of the Tranche B Term Loan was repaid, net of $6 million of related OID. The discount on the remaining $950 million was reduced from 0.5%, or $5 million to 0.25%, or $2 million. Accordingly, the impact of the reduction in OID due to the
repayment and debt modification was a $9 million increase in net debt ($6 million due to the loan repayment and $3 million related to the change in the OID).

4.
We note from your response to prior comment 28 that the May debt modifications are no longer considered a substantial modification and the loss on debt
extinguishment has been removed from the pro forma adjustments. Please provide us with your analysis of the debt modification pursuant to ASC 470-50 along with the basis for your conclusion that the modification was not substantial and therefore not
an extinguishment requiring recognition of a gain or loss.

 On March 31, 2011, the Company entered into
a Credit Agreement with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent, with respect to $3.0 billion in senior secured credit facilities. As of March 31, 2011, the Credit Agreement consisted of a $500 million 5-year senior
secured revolving credit facility, a $250 million senior secured 5-year Tranche A Term Loan and a $2.25 billion senior secured 6-year Tranche B Term Loan. The Credit Agreement was amended and restated on May 17, 2011 and the commitments now
consist of a $1,192 million revolving credit facility, a $258 million 5-year Tranche A Term Loan and a $950 million 6-year Tranche B Term Loan. In conjunction with the modification to the Credit Agreement, the Company was required to reduce the
amount outstanding on the Tranche B Term Loan by $1.3 billion.

 ASC 405-20-40 states transactions involving a modification or
exchange only result in an extinguishment of debt if the debtor is relieved or legally released from its obligation, or if the terms under the new agreement are considered to be “substantially” different.

As defined in ASC 470-50-40-10, a substantial modification is a modification of a debt instrument by a debtor and a creditor where the
present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed
or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and no extinguishment is considered to have occurred.

Mr. J. Nolan McWilliams

4

July 12, 2011

 While the commitments under the modified Credit Agreement have changed, the maturity dates
have remained unchanged. The interest rates for the Tranche A Term Loan and Tranche B Term Loan decreased 50bps and 100bps, respectively, at the date of the modification. The changes in the terms of the Tranche A and B Term Loans under the modified
Credit Agreement resulted in a 2% and 3% change in the present value of the cash flows, respectively. A summary of the Company’s analysis of the change in the present value of cash flows for Tranche A and B is as follows:

($ in millions)

 Tranche A

Original - Cash Flows
(remaining at May
17, 2011)

Amended - Cash Flows

Principal

Interest

Total

Principal

Interest

Total

 Year 1

$
(13
)

$
(8
)

$
(21
)

$
(5
)

$
(7
)

$
(12
)

 Year 2

(13
)

(8
)

(21
)

(13
)

(7
)

(20
)

 Year 3

(25
)

(7
)

(32
)

(26
)

(6
)

(32
)

 Year 4

(25
)

(7
)

(32
)

(26
)

(6
)

(32
)

 Year 5

(174
)

(5
)

(180
)

(180
)

(4
)

(185
)

 NPV *

$
(242
)

$
(237
)

 Variance $

$
5

 Variance %

2
%

 *In accordance with ASC FASB 470-50-40-12(e), the discount rate to be used to calculate the present value
of the cash flows is the effective interest rate of the original debt instrument (4.31%).

($ in millions)

 Tranche B

Original - Cash Flows
(remaining at May
17, 2011)

Amended - Cash Flows

Principal

Interest

Total

Principal

Interest

Total

 Year 1

$
(23
)

$
(111
)

$
(134
)

$
(1,301
)

$
(22
)

$
(1,323
)

 Year 2

(23
)

(110
)

(133
)

(10
)

(32
)

(42
)

 Year 3

(23
)

(109
)

(132
)

(10
)

(32
)

(42
)

 Year 4

(23
)

(108
)

(131
)

(10
)

(32
)

(42
)

 Year 5

(23
)

(107
)

(130
)

(10
)

(31
)

(41
)

 Year 6

(2,135
)

(106
)

(2,244
)

(900
)

(31
)

(934
)

 NPV *

$
(2,174
)

$
(2,116
)

 Variance $

$
58

 Variance %

3
%

 *In accordance with ASC FASB 470-50-40-12(e), the discount rate to be used to calculate the present value
of the cash flows is the effective interest rate of the original debt instrument (5.66%).

 Accordingly, the modification is not
considered to be a substantial modification and the debt is not considered to be extinguished.

Mr. J. Nolan McWilliams

5

July 12, 2011

 ASC 470-50-40-17(b) states that if the exchange or modification is not to be accounted for
in the same manner as a debt extinguishment, then the fees paid to or received from the lender shall be associated with the replacement or modified debt instrument and, along with any existing unamortized premium or discount, amortized as an
adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the effective interest method.

 As a substantial modification has not occurred and consequently an extinguishment of debt has not occurred, the unamortized debt issuance costs recorded as of May 17, 2011 related to the Tranche A
Term Loan and Tranche B Term Loans, respectively, will be amortized over the remaining lives of the term loans. There were no new fees associated with the modification of the term loans using a revised effective interest rate.

In accordance with ASC 470-50-40-21(b), the remaining unamortized deferred costs on the original revolver and $11 million of issuance
costs related to the increase in borrowing capacity will be amortized over the term of amended credit agreement as the borrowing capacity of the new arrangement is greater than the borrowing capacity of the old arrangement.

Agreements with GM, page 148

Commercial, Supply and Access Agreements, page 148

5.
Please file the Commercial Agreement and the Supply Agreement as exhibits to your next amended registration statement or tell us why these agreements are not
required to be filed.

 The Company has determined that the Commercial Agreement and the Supply Agreement are not required to
be filed pursuant to Item 601 of Regulation S-K.

 The Commercial and Supply Agreements were entered into in connection with the Master
Disposition Agreement with General Motors. As described on pages 149-150 of the Registration Statement, the Commercial Agreement was entered into to address the terms of sale to and from the four Old Delphi sites that were acquired by a wholly-owned
subsidiary of GM (“GMCH”) in connection with the transactions under the Master Disposition Agreement. The sales to GMCH under the Commercial Agreement are currently less than $40 million on an annual basis (out of $13 billion in annual
revenues) and the purchases by the Company under the Commercial Agreement are currently less than $190 million on an annual basis. Accordingly, the Company believes that the Commercial Agreement is not a material agreement and hence does not need to
be filed.

 The Supply Agreement was intended to facilitate the continuation by New Delphi of the pre-existing supplier/customer relationship
between Old Delphi and GMNA with respect to parts produced in North America that were under contract on October 6, 2009, as described on pages 149-150 of the Registration Statement. The then-existing supply agreements and purchase orders with
GMNA were entered into as part of the Company’s ordinary course of business, and subject to terms consistent with the company’s typical supply relationships as described in “Business—Supply Relationships with Our Customers”
on page 109. The Supply Agreement also reflects such terms. For example, the Company typically supplies OEM customers through purchase orders,

Mr. J. Nolan McWilliams

6

July 12, 2011

generally governed by general terms and conditions established by each OEM, and the Company’s terms and conditions for supplying an OEM typically contemplate a relationship under which
customers place orders for their requirements of specific components supplied for particular vehicles over the life of the related vehicle. Consistent with this, the Supply Agreement provides that GM’s General Terms and Conditions apply to the
extent that other terms and conditions are not specified in the applicable supply agreements or purchase orders.

 Item 601(b)(10)(ii) of
Regulation S-K states that a contract that ordinarily accompanies the kind of business conducted by the registrant will be deemed to have been made in the ordinary course of business and therefore need not be filed, unless certain exceptions apply.
In light of the explanation set forth above, the Company has determined that the Supply Agreement is a contract that ordinarily accompanies the automotive parts supply business.

 There are certain exceptions under Item 601(b)(10)(ii) that would require a contract to be filed even if it generally accompanies the kind of business conducted by the registrant. However, the
Company has determined that none of such exceptions apply. The contract is not one with a director, officer, promoter, voting trustee, securityholder named in the registration statement, or underwriter so clause (A) does not apply; it does not
call for the acquisition by Delphi of any property, plant or equipment, so clause (C) does not apply, and it does not involve a lease, so clause (D) does not apply.

 Clause (B) requires a contract to be filed if the Company is “substantially dependent” upon the contract, as in the case of contracts to sell “the major part” of the
Company’s products or services. As disclosed in the Registration Statement, the Company’s business is diversified across regions and customers and its sales to GMNA made up 13% of the Company’s total sales in 2010. As disclosed on
page 150, the Company’s sales to GMNA are governed by a number of agreements and purchasing arrangements, of which the Supply Agreement is only one. The Company therefore does not believe that the products it sells under the Supply Agreement
constitute the, or even a, “major p