UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________

FORM 8-K
________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :

January 14, 2014
________________________________________________________________________________________________________________________
Delphi Automotive PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________

	
			
Jersey	001-35346	98-1029562	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(IRS Employer
Identification No.)	

	
			
 	Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom	 	
 	(Address of Principal Executive Offices)(Zip Code)	 	
(Registrant’s Telephone Number, Including Area Code)  011-44-163-423-4422
(Former Name or Former Address, if Changed Since Last Report)  N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	
		
Item 2.02	Results of Operations and Financial Condition.	
Senior executives of Delphi Automotive PLC (the “Company”) are expected to present on January 14, 2014 to investors and security analysts at Deutsche Bank’s 2014 Global Auto Industry Conference in Detroit, Mich. Their presentation will include a discussion of the Company’s strategy, financial profile and related matters, including certain financial information. In connection with such presentation, the Company is making available the presentation slides attached hereto as Exhibit 99.1, which are incorporated herein by reference. The presentation is also available on the Company’s website at www.delphi.com .
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

		
Item 7.01	Regulation FD Disclosure.	

See “Item 2.02. Results of Operations and Financial Condition” above.

		
Item 8.01	Other Events.	
Also on January 14, 2014, the Company issued a press release announcing that its Board of Directors has authorized a new share repurchase program of up to $1 billion of its outstanding ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company, up to the $1 billion limit. This program will commence following the completion of the Company's previous share repurchase programs.
In the same press release dated January 14, 2014, the Company also announced that its Board of Directors increased the annual dividend rate to $1.00 per ordinary share, and declared a quarterly cash dividend of $0.25 per ordinary share, payable on February 27, 2014, to shareholders of record at the close of business on February 18, 2014.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

		
Item 9.01	Financial Statements and Exhibits.	

(d)  Exhibits.

	
		
Exhibit	 	
Number	Description	
 	 	
99.1	Presentation slides from the Company’s presentation at Deutsche Bank's 2014 Global Auto Industry Conference to be held on January 14, 2014

99.2	Press Release dated January 14, 2014	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
					
Date:	January 14, 2014	 	DELPHI AUTOMOTIVE PLC	
 	 	 	 	
 	 	 	By:	/s/Kevin P. Clark	
 	 	 	 	Kevin P. Clark	
 	 	 	 	Executive Vice President and Chief Financial Officer	

EXHIBIT INDEX

		
Exhibit	 	
Number	Description	
 	 	
99.1	Presentation slides from the Company’s presentation at Deutsche Bank's 2014 Global Auto Industry Conference to be held on January 14, 2014	
 	 	
99.2	Press Release dated January 14, 2014	

Deutsche Bank Global Auto Industry Conference January 14, 2014 Exhibit 99.1

 

Forward-looking statements 2 This presentation, as well as other statements made by Delphi Automotive PLC (the “Company”), contain forward- looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

 

Rodney O’Neal Chief Executive Officer and President

 

2013 highlights 4 Increased shareholder value • Further rotated Western European footprint • MVL integration running ahead of schedule • Expanded margins and increased earnings • Returned significant cash to shareholders • Upgraded to investment grade by S&P and Fitch

 

2014 environment 5 Market dynamics appear to be positive • Underlying trends in vehicle production are positive • OEMs developing and launching more global platforms • Continued strong demand for increased fuel efficiency • Increased demand for active safety • Increased interest in automated driving

 

2014 priorities 6 Further increase shareholder value • Disciplined above market revenue growth • Further optimize operating footprint • Accelerate introduction of advanced technologies • Further expand margins and increase earnings • Disciplined capital allocation

 

7 Revenue growth across all segments 2014 priorities Disciplined revenue growth • Increased vehicle production • Continued growth in new products  Gasoline Direct injection (GDi)  Diesel Common Rail  Connected Safety Systems • Continued strong growth in China

 

Continuing to rotate footprint 8 2014 priorities Optimize operating footprint • Rationalizing cost structure  Rotating footprint from W. Europe to E. Europe and N. Africa • Adding capacity to support growth  Expansion in China

 

9 Introduction of advanced technologies driving revenue growth 2014 priorities Accelerate introduction of advanced technologies ErgoMate™ Connection System Aluminum Cable Airbag Squib AK2 Connection System Ammonia (NH3) Sensor Heated Tip Cold Start System Heavy Duty Diesel Common Rail Systems RACam Wireless Consumer Device Charging System Significant investment in technology development with more than… • $1.7B gross invested annually in research, development & engineering • 19,000 scientists, engineers and technicians worldwide • 15 major technical centers • 8,000 patents • 60 major awards Friction Stir Weld Gasoline Direct injection (GDi)

 

10 2014 Consumer Electronics Show Featuring our technology solutions

 

Kevin Clark Executive Vice President and Chief Financial Officer

 

2013 highlights New business bookings 12 Further increase shareholder value Continued strong bookings momentum 2013 bookings by region North America 34% Europe 33% Asia 29% South America 4% $13.6 $19.9 $23.5 $26.3 $26.6 2009 2010 2011 2012 2013 Note: Bookings = lifetime gross program revenues awarded, based upon expected volumes and pricing $ billions

 

13 Operating income1 Revenue $15.5 $16.4 2012 2013 guidance EPS1 Operating income margin1 Delivering solid financial results $3.84 $4.30 2012 2013 guidance $ billions 1. Adjusted for restructuring and acquisition-related integration costs Note: 2013 data represents the midpoint of current Delphi guidance 10.8% 11.1% 2012 2013 guidance 2013 highlights Financial results $ billions $1.7 $1.8 2012 2013 guidance

 

EBIT margin EBITDA margin 5.3% 7.8% 11.1% Peer range Peer average Delphi consensus 12.3% Industry-leading financial metrics 14 2013 highlights Financial metrics comparison ROIC 12% 18% 33% 21% Peer range Peer average Delphi consensus FCF % to EBIT Note: Range and averages are for a peer group consisting of: ALV, BWA, HAR, JCI, LEA, TEN and TRW (excludes Delphi); data represents Capital IQ consensus estimates / J.P. Morgan North America Equity Research 19% 44% 58% Peer range Peer average Delphi consensus 72% Conversion 30% higher 7.0% 10.6% 14.4% Peer range Peer average Delphi consensus 16.4%

 

2014 priorities Guidance assumptions 15 Macro environment improving • Global vehicle production increasing ~3%  North America increasing ~4%  Europe increasing ~1%  China increasing ~9%  South America increasing ~5% • FX and commodity rates expected to be relatively stable Source: December 2013 IHS Automotive and Delphi internal estimates Note: Includes medium/heavy duty trucks

 

Revenue $17,200 - $17,600 Growth % ~6% Operating income1 $1,950 - $2,050 Operating income % 11.3% - 11.6% EPS1 $4.70-$4.95 Growth % ~12% Average share count 309 Cash flow before financing $1,100 Capital expenditures $800 Tax rate 18% 16 2014 priorities Guidance 1. Adjusted for restructuring and acquisition-related integration costs (millions, except per share amounts)

 

Drives additional shareholder value 2014 priorities Disciplined capital allocation 17 • Increase annual dividend payout from $0.68 to $1.00 per share  Increase of approximately 50%  Total spend of $310M • Board authorized a new $1.0 billion share repurchase program  ~$200M remaining on current $750M program  Continue to opportunistically repurchase stock

 

2014 priorities 18 Further increase shareholder value • Disciplined above market revenue growth • Further optimize operating footprint • Accelerate introduction of advanced technologies • Further expand margins and increase earnings • Disciplined capital allocation

 

Appendix

 

20 2012 Net income attributable to Delphi $1,077 Income tax expense $212 Interest expense $136 Other income, net ($5) Noncontrolling interest $83 Equity income, net of tax ($27) Restructuring $171 Asset impairments $15 Other acquisition-related costs $9 Adjusted operating income $1,671 Revenue $15,519 Adjusted operating income margin 10.8% The company’s full year 2013 and 2014 guidance was determined using a consistent manner and methodology Non-US GAAP financial metrics ($ millions)

 

21 2012 Net income attributable to Delphi $1,077 Adjusting items Restructuring charges $171 Acquisition-related integration costs $9 Acquisition-related advisory and transaction costs $13 Asset impairments $15 Debt extinguishment costs $1 Tax impact of adjusting items (a) ($45) Adjusted net income attributable to Delphi $1,241 Weighted average number of diluted shares outstanding 323.29 Diluted net income per share attributable to Delphi $3.33 Adjusted net income per share $3.84 (a) Represents the income tax impacts of the adjustments made for restructuring charges, acquisition-related integration costs, acquisition-related advisory and transaction costs, asset impairments and debt extinguishment costs, by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred The company’s full year 2013 and 2014 guidance was determined using a consistent manner and methodology Non-US GAAP financial metrics ($ millions, except per share amounts)

 

 

Exhibit 99.2

DELPHI INCREASES QUARTERLY CASH DIVIDEND,
ANNOUNCES NEW $1 BILLION SHARE REPURCHASE PROGRAM

GILLINGHAM, England - January 14, 2014 - Delphi Automotive PLC (NYSE: DLPH) today announced that its Board of Directors has approved an increase in the annual dividend rate paid on its ordinary shares to $1 per ordinary share, and declared a quarterly cash dividend of $0.25 per ordinary share, payable on February 27, 2014, to shareholders of record at the close of business on February 18, 2014.
In addition, Delphi's Board has authorized a new share repurchase program of up to $1 billion of its outstanding ordinary shares. This program will commence following the completion of the company's previous share repurchase programs.
"The strength of our balance sheet and free cash flow generation allow us to take these positive shareholder actions today, while maintaining our focus on driving growth and executing our strategy," said Rodney O'Neal, Delphi's chief executive officer and president. "The increase in the cash dividend, along with the new share repurchase program, continue to reflect our confidence in the business and further demonstrates our continued commitment to deliver shareholder value."
Under the new share repurchase program, Delphi is authorized to repurchase up to $1 billion of its outstanding ordinary shares. The timing and amount of any share repurchases will be determined based on market conditions, share price and other factors. Repurchases may be made in the open market or in privately negotiated transactions.

About Delphi
Delphi Automotive PLC (NYSE: DLPH) is a leading global supplier of technologies for the automotive and commercial vehicle markets.  Headquartered in Gillingham, U.K., Delphi operates major technical centers, manufacturing sites and customer support services in 32 countries, with regional headquarters in Bascharage, Luxembourg; Sao Paulo; Shanghai and Troy, Mich.  Delphi delivers innovation for the real world with technologies that make cars and trucks smarter and safer as well as more powerful and efficient. Visit  www.delphi.com .

FORWARD-LOOKING STATEMENTS
This press release, as well as other statements made by Delphi Automotive PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company's current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company's operations and business environment, which may cause the actual results of the Company to be materially different from any future results.  All statements that address future operating, financial or business performance or the Company's strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company's filings with the Securities and Exchange Commission.  New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company.  It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or

Exhibit 99.2

obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

# # #

Investor Contact:
Jessica Holscott
248.813.2312
Jessica.Holscott@delphi.com

Media Contact:
Claudia Tapia
248.813.1507
Claudia.Tapia@delphi.com