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) :

May 1, 2013
________________________________________________________________________________________________________________________
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.	
On May 1, 2013, Delphi Automotive PLC (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2013. A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are 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 9.01	Financial Statements and Exhibits.	

	
		
(d)  Exhibits.	
 	 	
99.1	Press Release dated May 1, 2013	

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:	May 1, 2013	 	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	Press Release dated May 1, 2013	

Exhibit 99.1

DELPHI REPORTS FIRST QUARTER 2013 FINANCIAL RESULTS

Highlights include:

•	First quarter U.S. GAAP diluted earnings per share of $0.88 compared to $1.04 in the prior year	

•	Excluding special items, first quarter earnings of $1.07 per diluted share, compared with $1.05 per diluted share in the prior year	

•	First quarter Adjusted EBITDA and Adjusted EBITDA margin of $562 million and 14.0% , compared with $584 million and 14.3% for the same period in 2012	

•	First quarter operating cash flow of $149 million	

•	Initiated regular quarterly cash dividend of $0.17 per share and executed $122 million of share repurchases in first quarter of 2013	

GILLINGHAM, England & TROY, Mich. - Delphi Automotive PLC (NYSE: DLPH), a leading global vehicle components manufacturer, today reported first quarter 2013 revenues of $4.0 billion , a decrease of 1.7% from the prior year period, the result of continued weak business conditions in Europe, partially offset by the acquisition of the Motorized Vehicles Division ("MVL") from FCI Group. Adjusted for the impacts of currency exchange, commodity movements, acquisitions and divestitures, revenue decreased by 6% in the first quarter.
The Company reported first quarter U.S. GAAP net income of $276 million and earnings of $0.88 per diluted share, compared to $342 million and $1.04 per diluted share in the prior year period. The current year quarterly U.S. GAAP results include special items consisting of restructuring-related charges, acquisition-related integration costs and debt retirement charges. Excluding these special items, the Company reported adjusted first quarter earnings of $336 million , or $1.07 per diluted share, compared to adjusted earnings of $346 million , or $1.05 per diluted share in the prior year period.
"Despite continued weakness in Europe, our industry-leading cost structure as well as our diverse mix of regional and customer revenues allowed us to deliver solid first quarter financial results, grow earnings per share, and increase shareholder value," said Rodney O'Neal, chief executive officer and president.

First Quarter 2013 Results
The Company reported first quarter 2013 revenue of $4.0 billion , a decrease of 6% compared to the first quarter of 2012 , adjusting for currency exchange, commodity movements, acquisitions and divestitures. This reflects growth of 8% in Asia and 7% in South America, offset by declines in Europe and North America of 17% and 2%, respectively.
First quarter net income excluding restructuring, acquisition related integration costs, and losses on extinguishment of debt ("Adjusted Net Income"), totaled $336 million , or $1.07 per diluted share, which includes the

Exhibit 99.1

favorable impacts of a lower effective tax rate and share repurchases. Adjusted Net Income in the prior year period was $346 million , or $1.05 per diluted share.
First quarter earnings before depreciation and amortization, interest expense, other income (expense), income tax expense, equity income, restructuring and acquisition integration costs (“Adjusted EBITDA”) was $562 million , compared to $584 million in the prior year period. Adjusted EBITDA margin was 14.0% in the first quarter of 2013 , compared with 14.3% in the prior year period. The reduction in Adjusted EBITDA reflects the continued volume reductions in Europe, partially offset by increased earnings from the acquisition of MVL.
First quarter earnings before interest expense, other income (expense), income tax expense, equity income, restructuring and acquisition integration costs ("Adjusted Operating Income") was $431 million , compared to $470 million in the prior year period. Adjusted Operating Income margin was 10.7% in the first quarter of 2013 , compared with 11.5% in the prior year period.
Interest expense for the first quarter totaled $36 million , comparable to $35 million in the prior year period. Additionally, the first quarter of 2013 included a net loss on retirement of debt totaling $39 million .
Tax expense in the first quarter of 2013 was $37 million , resulting in an effective tax rate of approximately 11% , compared to $77 million , or an effective rate of 18% , in the prior year period. The improvement in 2013 primarily reflects the geographic mix of lower pretax earnings and tax planning initiatives.
The Company generated net cash flow from operating activities of $149 million in the first quarter of 2013 , compared to $293 million in the prior year period, and as of March 31, 2013 , had cash and cash equivalents of $0.8 billion and access to $1.5 billion in undrawn committed revolving bank facilities. Total debt outstanding as of March 31, 2013 was $2.5 billion .

Initiation of Regular Quarterly Cash Dividend
On February 26, 2013, Delphi's Board of Directors approved the initiation of dividend payments on its ordinary shares and declared a regular quarterly cash dividend of $0.17 per ordinary share to shareholders of record at the close of business on March 15, 2013. On March 27, 2013, $53 million was paid to shareholders of record as of March 15, 2013.

Share Repurchase Program
In 2012, Delphi's Board of Directors authorized two share repurchase programs in the aggregate amount of $1.05 billion. During the first quarter of 2013 Delphi repurchased 2.85 million shares at an average price of $42.79 per share, which totaled approximately $122 million , bringing the total share repurchases to $525 million and leaving approximately $525 million available for future share repurchases. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in capital and retained earnings.

2

Exhibit 99.1

Q2 2013 and Full Year 2013 Outlook
The Company's second quarter and full year 2013 financial guidance is as follows:

				
(in millions, except per share amounts)	Q2
2013	Previous
Full Year 2013	Current
Full Year 2013	
Adjusted Earnings Per Share	$1.05 - $1.15	$4.12 - $4.38	$4.15 - $4.41	
Adjusted EBITDA	$600 - $630	$2,325 - $2,425	$2,325 - $2,425	
Adjusted EBITDA Margin	14.5% - 14.8%	14.4% - 14.6%	14.4% - 14.6%	
Revenue	$4,150 - $4,250	$16,200 - $16,600	$16,200 - $16,600	
Cash Flow Before Financing	 	$1,000	$1,000	
Capital Expenditures	 	$750	$750	
Effective Tax Rate	 	16%	16%	
Share Count - Diluted	 	317	314	
Full year 2013 mid-point earnings per share guidance represents 11% growth year-over-year and assumes global vehicle production increases of 2% and European declines of 5% in 2013.

Conference Call and Webcast
The Company will host a conference call to discuss these results at 10:00 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US domestic) or 706.634.4982 (international) or through a webcast at http://investor.delphi.com/ . The conference ID number is 34002369. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company's website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information
This press release contains information about Delphi's financial results which are not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Delphi
Delphi is a leading global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Operating major technical centers, manufacturing sites and customer support facilities in 32 countries, Delphi delivers real-world innovations that make products smarter and safer as well as more powerful and efficient. Connect to innovation at 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 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.
# # #

3

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2013	 	2012	
 	 	(in millions, except
per share amounts)	
Net sales	 	$	4,024		 	$	4,092		
Operating expenses:	 	 	 	 	
Cost of sales	 	3,339		 	3,373		
Selling, general and administrative	 	230		 	228		
Amortization	 	26		 	21		
Restructuring	 	32		 	6		
Total operating expenses	 	3,627		 	3,628		
Operating income	 	397		 	464		
Interest expense	 	(36	)	 	(35	)	
Other (expense) income, net	 	(34	)	 	7		
Income before income taxes and equity income	 	327		 	436		
Income tax expense	 	(37	)	 	(77	)	
Income before equity income	 	290		 	359		
Equity income, net of tax	 	8		 	4		
Net income	 	298		 	363		
Net income attributable to noncontrolling interest	 	22		 	21		
Net income attributable to Delphi	 	$	276		 	$	342		
Diluted net income per share:	 	 	 	 	
Diluted net income per share attributable to Delphi	 	$	0.88		 	$	1.04		
Weighted average number of diluted shares outstanding	 	315.36		 	328.47		

4

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS  

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(unaudited)	 		
 	 	(in millions)	
ASSETS	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	830		 	$	1,105		
Restricted cash	 	4		 	8		
Accounts receivable, net	 	2,795		 	2,425		
Inventories	 	1,148		 	1,066		
Other current assets	 	610		 	623		
Total current assets	 	5,387		 	5,227		
Long-term assets:	 	 	 	 	
Property, net	 	2,843		 	2,860		
Investments in affiliates	 	223		 	231		
Intangible assets, net	 	766		 	803		
Goodwill	 	466		 	473		
Other long-term assets	 	588		 	582		
Total long-term assets	 	4,886		 	4,949		
Total assets	 	$	10,273		 	$	10,176		
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	
Current liabilities:	 	 	 	 	
Short-term debt	 	$	103		 	$	140		
Accounts payable	 	2,386		 	2,278		
Accrued liabilities	 	1,185		 	1,241		
Total current liabilities	 	3,674		 	3,659		
Long-term liabilities:	 	 	 	 	
Long-term debt	 	2,375		 	2,324		
Pension benefit obligations	 	888		 	929		
Other long-term liabilities	 	439		 	434		
Total long-term liabilities	 	3,702		 	3,687		
Total liabilities	 	7,376		 	7,346		
Commitments and contingencies	 	 	 	 	
Total Delphi shareholder's equity	 	2,398		 	2,345		
Noncontrolling interest	 	499		 	485		
Total shareholders’ equity	 	2,897		 	2,830		
Total liabilities and shareholders’ equity	 	$	10,273		 	$	10,176		

5

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2013	 	2012	
 	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	
Net income	 	$	298		 	$	363		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation and amortization	 	131		 	114		
Deferred income taxes	 	(2	)	 	3		
Income from equity method investments, net of dividends received	 	1		 	21		
Loss on extinguishment of debt	 	39		 	—		
Other, net	 	30		 	9		
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable, net	 	(370	)	 	(395	)	
Inventories	 	(82	)	 	(83	)	
Accounts payable	 	194		 	201		
Other, net	 	(71	)	 	74		
Pension contributions	 	(19	)	 	(14	)	
Net cash provided by operating activities	 	149		 	293		
Cash flows from investing activities:	 	 	 	 	
Capital expenditures	 	(213	)	 	(260	)	
Proceeds from sale of property / investments	 	2		 	3		
Cost of acquisitions, net of cash acquired	 	2		 	—		
Decrease (increase) in restricted cash	 	4		 	(4	)	
Acquisition of minority held shares	 	—		 	(16	)	
Dividends from equity method investments in excess of earnings	 	—		 	37		
Net cash used in investing activities	 	(205	)	 	(240	)	
Cash flows from financing activities:	 	 	 	 	
Decrease in short and long-term debt, net	 	(19	)	 	(18	)	
Dividend payments of consolidated affiliates to minority shareholders	 	(8	)	 	(5	)	
Repurchase of ordinary shares	 	(122	)	 	—		
Distribution of cash dividends	 	(53	)	 	—		
Taxes withheld and paid on employees' restricted share awards	 	(14	)	 	—		
Net cash used in financing activities	 	(216	)	 	(23	)	
Effect of exchange rate fluctuations on cash and cash equivalents	 	(3	)	 	19		
(Decrease) increase in cash and cash equivalents	 	(275	)	 	49		
Cash and cash equivalents at beginning of period	 	1,105		 	1,363		
Cash and cash equivalents at end of period	 	$	830		 	$	1,412		

6

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
FOOTNOTES
(unaudited)

1. Segment Summary

											
 	Three Months Ended	
 	March 31,	
 	2013	 	2012	 	%	
 	(in millions)	 	 	
Net sales	 	 	 	 	 	
 Electrical/Electronic Architecture	$	1,921		 	$	1,730		 	11	 %	
 Powertrain Systems	1,107		 	1,264		 	(12	)%	
 Electronics and Safety	693		 	741		 	(6	)%	
 Thermal Systems	360		 	419		 	(14	)%	
 Eliminations and Other (a)	(57	)	 	(62	)	 	 	
Net sales	$	4,024		 	$	4,092		 	 	
 	 	 	 	 	 	
Adjusted EBITDA	 	 	 	 	 	
 Electrical/Electronic Architecture	$	285		 	$	249		 	14	 %	
 Powertrain Systems	162		 	202		 	(20	)%	
 Electronics and Safety	90		 	99		 	(9	)%	
 Thermal Systems	25		 	34		 	(26	)%	
 Eliminations and Other (a)	—		 	—		 	 	
Adjusted EBITDA	$	562		 	$	584		 	 	
 	 	 	 	 	 	
(a) Eliminations and Other includes the elimination of inter-segment transactions.	 	 	 	 	

2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Delphi for the three months ended March 31, 2013 and 2012 :

								
 	Three Months Ended March 31,	
 	2013	 	2012	
 	(in millions, except per share data)	
Weighted average ordinary shares outstanding, basic	314.68		 	328.24		
Dilutive shares related to RSUs	0.68		 	0.23		
Weighted average ordinary shares outstanding, including dilutive shares	315.36		 	328.47		
Net income per share attributable to Delphi:	 	 	 	
Basic	$	0.88		 	$	1.04		
Diluted	$	0.88		 	$	1.04		

7

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including "Adjusted EBITDA", "Adjusted Operating Income", "Adjusted Net Income", "Adjusted Net Income per Share" and "cash flow before financing". Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted EBITDA : Adjusted EBITDA is presented as a supplemental measure of the Company's performance which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Adjusted EBITDA is defined as net income (loss) before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense, restructuring, acquisition integration costs and equity income (loss), net of tax. Not all companies use identical calculations of Adjusted EBITDA therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2013 guidance was determined using a consistent manner and methodology.

									
Consolidated Adjusted EBITDA	 	 	 	 	
 	 	Three Months Ended	
 	 	March 31,	
 	 	2013	 	2012	
 	 	(in millions)	
Net income attributable to Delphi	 	$	276		 	$	342		
   Income tax expense	 	37		 	77		
   Interest expense	 	36		 	35		
   Other expense (income), net	 	34		 	(7	)	
   Noncontrolling interest	 	22		 	21		
   Equity income, net of tax	 	(8	)	 	(4	)	
Operating income	 	397		 	464		
   Depreciation and amortization	 	131		 	114		
EBITDA	 	$	528		 	$	578		
   Restructuring	 	32		 	6		
   Other acquisition-related costs	 	2		 	—		
Adjusted EBITDA	 	$	562		 	$	584		

8

Exhibit 99.1

Adjusted Operating Income : Adjusted Operating Income is presented as a supplemental measure of the Company's performance. Adjusted Operating Income is defined as net income (loss) before interest expense, other income (expense), net, income tax expense, restructuring, acquisition integration costs and equity income (loss), net of tax. Not all companies use identical calculations of Adjusted Operating Income therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2013 guidance was determined using a consistent manner and methodology.

									
Consolidated Adjusted Operating Income	 	 	 	 	
 	 	Three Months Ended	
 	 	March 31,	
 	 	2013	 	2012	
 	 	(in millions)	
Net income attributable to Delphi	 	$	276		 	$	342		
   Income tax expense	 	37		 	77		
   Interest expense	 	36		 	35		
   Other expense (income), net	 	34		 	(7	)	
   Noncontrolling interest	 	22		 	21		
   Equity income, net of tax	 	(8	)	 	(4	)	
Operating income	 	397		 	464		
   Restructuring	 	32		 	6		
   Other acquisition-related costs	 	2		 	—		
Adjusted Operating Income	 	$	431		 	$	470		

	
																								
Segment Adjusted EBITDA	 	 	 	 	 	 	 	 	 	 	 	
(in millions)	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended March 31, 2013	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	218		 	$	106		 	$	61		 	$	12		 	$	—		 	$	397		
   Depreciation and amortization	54		 	48		 	18		 	11		 	—		 	131		
EBITDA	$	272		 	$	154		 	$	79		 	$	23		 	$	—		 	$	528		
   Restructuring	11		 	8		 	11		 	2		 	—		 	32		
   Other acquisition-related costs	2		 	—		 	—		 	—		 	—		 	2		
Adjusted EBITDA	$	285		 	$	162		 	$	90		 	$	25		 	$	—		 	$	562		
 	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended March 31, 2012	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	211		 	$	156		 	$	76		 	$	21		 	$	—		 	$	464		
   Depreciation and amortization	36		 	44		 	22		 	12		 	—		 	114		
EBITDA	$	247		 	$	200		 	$	98		 	$	33		 	$	—		 	$	578		
   Restructuring	2		 	2		 	1		 	1		 	—		 	6		
   Other acquisition-related costs	—		 	—		 	—		 	—		 	—		 	—		
Adjusted EBITDA	$	249		 	$	202		 	$	99		 	$	34		 	$	—		 	$	584		

9

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
(unaudited)

Adjusted Net Income and Adjusted Net Income Per Share: Management believes adjusted net income and adjusted net income per share, which are non-GAAP measures, are useful in evaluating the ongoing operating performance of the Company.

													
 	Three Months Ended	 	 	 	 	Three Months Ended	
 	March 31, 2013	 	 	 	 	March 31, 2013	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	4,024		 	 	 	 	$	4,024		
Operating expenses:	 	 	 	 	 	 	
Cost of sales	3,339		 	(1	)	(a)	 	3,338		
Selling, general and administrative	230		 	(1	)	(a)	 	229		
Amortization	26		 	 	 	 	26		
Restructuring	32		 	(32	)	(b)	 	—		
Total operating expenses	3,627		 	(34	)	 	 	3,593		
Operating income	397		 	34		 	 	431		
Interest expense	(36	)	 	 	 	 	(36	)	
Other (expense) income, net	(34	)	 	39		(c)	 	5		
Income before income taxes and equity income	327		 	73		 	 	400		
Income tax expense	(37	)	 	(13	)	(d)	 	(50	)	
Income before equity income	290		 	60		 	 	350		
Equity income, net of tax	8		 	 	 	 	8		
Net income	298		 	60		 	 	358		
Net income attributable to noncontrolling interest	22		 	 	 	 	22		
Net income attributable to Delphi	$	276		 	$	60		 	 	$	336		
Diluted net income per share:	 	 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	0.88		 	 	 	 	$	1.07		
Weighted average number of diluted shares outstanding	315.36		 	 	 	 	315.36		

		
(a)	Represents the elimination of acquisition-related integration costs.	
(b)	Represents the elimination of restructuring charges.	
(c)	Represents the elimination of debt extinguishment costs.	
(d)	Represents the income tax impacts of the adjustments made for restructuring charges, acquisition-related integration costs, 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.	

10

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
(unaudited)

Adjusted Net Income and Adjusted Net Income Per Share: Management believes adjusted net income and adjusted net income per share, which are non-GAAP measures, are useful in evaluating the ongoing operating performance of the Company.

													
 	Three Months Ended	 	 	 	 	Three Months Ended	
 	March 31, 2012	 	 	 	 	March 31, 2012	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	4,092		 	 	 	 	$	4,092		
Operating expenses:	 	 	 	 	 	 	
Cost of sales	3,373		 	 	 	 	3,373		
Selling, general and administrative	228		 	 	 	 	228		
Amortization	21		 	 	 	 	21		
Restructuring	6		 	(6	)	(a)	 	—		
Total operating expenses	3,628		 	(6	)	 	 	3,622		
Operating income	464		 	6		 	 	470		
Interest expense	(35	)	 	 	 	 	(35	)	
Other income, net	7		 	 	 	 	7		
Income before income taxes and equity income	436		 	6		 	 	442		
Income tax expense	(77	)	 	(2	)	(b)	 	(79	)	
Income before equity income	359		 	4		 	 	363		
Equity income, net of tax	4		 	 	 	 	4		
Net income	363		 	4		 	 	367		
Net income attributable to noncontrolling interest	21		 	 	 	 	21		
Net income attributable to Delphi	$	342		 	$	4		 	 	$	346		
Diluted net income per share:	 	 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	1.04		 	 	 	 	$	1.05		
Weighted average number of diluted shares outstanding	328.47		 	 	 	 	328.47		

		
(a)	Represents the elimination of restructuring charges.	
(b)	Represents the income tax impacts of the adjustments made for restructuring charges, by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.	

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Exhibit 99.1

Cash flow before financing: Cash flow before financing is presented as a supplemental measure of the Company's liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Cash flow before financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities. Not all companies use identical calculations of cash flow before financing therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2013 guidance was determined using a consistent manner and methodology.

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2013	 	2012	
 	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	
   Net income	 	$	298		 	$	363		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
   Depreciation and amortization	 	131		 	114		
   Working capital	 	(258	)	 	(277	)	
   Pension contributions	 	(19	)	 	(14	)	
   Other, net	 	(3	)	 	107		
Net cash provided by operating activities	 	149		 	293		
 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	
   Capital expenditures	 	(213	)	 	(260	)	
   Other, net	 	8		 	20		
Net cash used in investing activities	 	(205	)	 	(240	)	
 	 	 	 	 	
Cash flow before financing	 	$	(56	)	 	$	53		

INVESTOR CONTACT:
Jack Monti - 248.813.2385
jack.monti@delphi.com
or
MEDIA CONTACT:
Claudia Piccinin - 248.813.1507
claudia.piccinin@delphi.com

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