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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________
FORM 10-Q
__________________________________________________________________________________________________

		
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2013 
OR

		
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from              to              .
Commission file number: 001-35346
___________________________________________________________________________________________________
  DELPHI AUTOMOTIVE PLC
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________

			
Jersey	 	98-1029562	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	
Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom
(Address of principal executive offices)
011-44-163-423-4422
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
__________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x .    No   ¨ .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x .    No   ¨ .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  

							
Large accelerated filer	 	x .	  	Accelerated filer	 	¨ .	
Non-accelerated filer	 	¨ .  (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨ .	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨ .    No   x .
The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of April 26, 2013, was 312,645,583 .

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DELPHI AUTOMOTIVE PLC
INDEX

	
			
 	 	Page	
 	Part I - Financial Information	 	
Item 1.	Financial Statements	 	
 	Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012 (Unaudited)	3	
 	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012 (Unaudited)	4	
 	Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 201 2	5	
 	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (Unaudited)	6	
 	Consolidated Statement of Shareholders’ Equity for the Three Months Ended March 31, 2013 (Unaudited)	7	
 	Notes to Financial Statements	8	
 	Cautionary Statement Regarding Forward Looking Information	39	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53	
Item 4.	Controls and Procedures	53	
 	 	 	
 	Part II - Other Information	 	
Item 1.	Legal Proceedings	53	
Item 1A.	Risk Factors	54	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54	
Item 5.	Other Information	55	
Item 6.	Exhibits	56	
 	 	 	
Signatures	 	57	
Exhibits	 	 	

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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 (Note 7)	32		 	6		
Total operating expenses	3,627		 	3,628		
Operating income	397		 	464		
Interest expense	(36	)	 	(35	)	
Other (expense) income, net (Note 15)	(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		
Basic net income per share:	 	 	 	
Basic net income per share attributable to Delphi	$	0.88		 	$	1.04		
Weighted average number of basic shares outstanding	314.68		 	328.24		
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		
 	 	 	 	
Cash dividends declared per share	$	0.17		 	$	—		

See notes to consolidated financial statements.

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DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

								
 	Three Months Ended March 31,	
 	2013	 	2012	
 	(in millions)	
Net income	$	298		 	$	363		
Other comprehensive (loss) income :	 	 	 	
Currency translation adjustments	(78	)	 	78		
Net change in unrecognized gain on derivative instruments, net of tax (Note 14)	6		 	51		
Employee benefit plans adjustment, net of tax (Note 9)	17		 	—		
Other comprehensive (loss) income	(55	)	 	129		
Comprehensive income	243		 	492		
Comprehensive income attributable to noncontrolling interests	22		 	22		
Comprehensive income attributable to Delphi	$	221		 	$	470		

See notes to consolidated financial statements.

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DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS  

								
 	March 31,
2013	 	December 31,	
 	(Unaudited)	 	2012	
 	(in millions)	
ASSETS	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	830		 	$	1,105		
Restricted cash	4		 	8		
Accounts receivable, net	2,795		 	2,425		
Inventories (Note 3)	1,148		 	1,066		
Other current assets (Note 4)	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 (Note 2)	766		 	803		
Goodwill (Note 2)	466		 	473		
Other long-term assets (Note 4)	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 (Note 8)	$	103		 	$	140		
Accounts payable	2,386		 	2,278		
Accrued liabilities (Note 5)	1,185		 	1,241		
Total current liabilities	3,674		 	3,659		
Long-term liabilities:	 	 	 	
Long-term debt (Note 8)	2,375		 	2,324		
Pension benefit obligations	888		 	929		
Other long-term liabilities (Note 5)	439		 	434		
Total long-term liabilities	3,702		 	3,687		
Total liabilities	7,376		 	7,346		
Commitments and contingencies (Note 10)			 			
Shareholders’ equity:	 	 	 	
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding	—		 	—		
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 312,588,561 and 315,299,183 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively	3		 	3		
Additional paid-in-capital	1,716		 	1,723		
Retained earnings	971		 	856		
Accumulated other comprehensive loss	(292	)	 	(237	)	
Total Delphi shareholders’ 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		
 
See notes to consolidated financial statements.

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DELPHI AUTOMOTIVE PLC
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	105		 	93		
Amortization	26		 	21		
Amortization of deferred issuance costs	3		 	4		
Restructuring expense, net of cash paid	(4	)	 	(14	)	
Deferred income taxes	(2	)	 	3		
Pension benefit expenses	21		 	17		
Income from equity method investments, net of dividends received	1		 	21		
Loss (gain) on investments and extinguishment of debt	39		 	(2	)	
Share-based compensation	10		 	4		
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable, net	(370	)	 	(395	)	
Inventories	(82	)	 	(83	)	
Other assets	21		 	(5	)	
Accounts payable	194		 	201		
Accrued and other long-term liabilities	(60	)	 	52		
Other, net	(32	)	 	27		
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:	 	 	 	
Net repayments under other short-term debt agreements	(27	)	 	(18	)	
Repayments under long-term debt agreements	(1,342	)	 	—		
Proceeds from issuance of senior secured term loans, net of issuance costs	560		 	—		
Proceeds from issuance of senior notes, net of issuance costs	790		 	—		
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 the period	1,105		 	1,363		
Cash and cash equivalents at end of the period	$	830		 	$	1,412		
See notes to consolidated financial statements.

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DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

	
																															
 	Ordinary Shares	 	 	 	 	 	 	 	 	 	 	 	 	
 	Number
of
Shares	 	Amount	 	Additional
Paid in
Capital	 	Retained
Earnings	 	Accumulated Other Comprehensive Loss	 	Total Delphi
Shareholders’
Equity	 	Noncontrolling
Interest	 	Total
Shareholders’
Equity	
 	(in millions)	
Balance at January 1, 2013	315		 	$	3		 	$	1,723		 	$	856		 	$	(237	)		$	2,345		 	$	485		 	$	2,830		
Net income	—		 	—		 	—		 	276		 	—		  	276		 	22		 	298		
Other comprehensive loss	—		 	—		 	—		 	—		 	(55	)	  	(55	)	 	—		 	(55	)	
Distribution of cash dividends	—		 	—		 	1		 	(54	)	 	—		  	(53	)	 	—		 	(53	)	
Dividend payments of consolidated affiliates to minority shareholders	—		 	—		 	—		 	—		 	—		 	—		 	(8	)	 	(8	)	
Taxes withheld on employees' restricted share award vestings	—		 	—		 	(3	)	 	—		 	—		 	(3	)	 	—		 	(3	)	
Repurchase of ordinary shares	(2	)	 	—		 	(15	)	 	(107	)	 	—		 	(122	)	 	—		 	(122	)	
Share based compensation	—		 	—		 	10		 	—		 	—		  	10		 	—		 	10		
Balance at March 31, 2013	313		 	$	3		 	$	1,716		 	$	971		 	$	(292	)		$	2,398		 	$	499		 	$	2,897		
 
See notes to consolidated financial statements.

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DELPHI AUTOMOTIVE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
General and basis of presentation —“Delphi,” the “Company”, the “Successor”, “we”, “us” and “our” refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May 19, 2011 , together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales which was formed on August 19, 2009 for the purpose of acquiring certain assets of the former Delphi Corporation, and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company’s initial public offering on November 22, 2011 . The former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) and, as the context may require, its subsidiaries and affiliates, are referred to herein as the “Predecessor.” The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements and notes thereto included in this report should be read in conjunction with Delphi's 2012 Annual Report on Form 10-K.
Nature of operations —Delphi is a leading global vehicle components manufacturer and provides electrical and electronic, powertrain, safety and thermal technology solutions to the global automotive and commercial vehicle markets. Delphi operates manufacturing facilities and technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from low cost countries. In line with the growth in emerging markets, Delphi has been increasing its focus on these markets, particularly in China, where the Company has a major manufacturing base and strong customer relationships.
Corporate history —In October 2005, the Predecessor and certain of its United States (“U.S.”) subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Predecessor's non-U.S. subsidiaries which were not included in the Chapter 11 Filings, continued their business operations without supervision from the Bankruptcy Court and were not subject to the requirements of the Bankruptcy Code. On August 19, 2009 , Delphi Automotive LLP, a limited liability partnership organized under the laws of England and Wales, was formed for the purpose of acquiring certain assets and subsidiaries of the former Delphi Corporation, its Predecessor (“the Acquisition”). On October 6, 2009 (the “Acquisition Date”), Delphi Automotive LLP acquired the major portion of the business of the Predecessor and issued membership interests to a group of investors consisting of lenders to the Predecessor, General Motors Company (“GM”) and the Pension Benefit Guaranty Corporation (the “PBGC”).
As a result of the Acquisition, Delphi Automotive LLP acquired a significant portion of the business of the Predecessor and this business constituted the entirety of the operations of the Successor.
On March 31, 2011, all of the outstanding Class A and Class C membership interests held by GM and the PBGC were redeemed, respectively, for approximately $4.4 billion . The redemption transaction was funded by a $3.0 billion  credit facility entered into on March 31, 2011 (the “Credit Facility”) and existing cash. Refer to Note 8. Debt and Note 12. Shareholders' Equity and Net Income Per Share for additional disclosures.
On May 19, 2011, Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no operations prior to its initial public offering. On November 22, 2011, in conjunction with the completion of its initial public offering by the selling shareholders, all of the outstanding equity of Delphi Automotive LLP was exchanged for ordinary shares of Delphi Automotive PLC. As a result, Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC. The transaction whereby Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC had no accounting effects.
2. SIGNIFICANT ACCOUNTING POLICIES
Consolidation —The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates, over which Delphi exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated.
During the three months ended March 31, 2013, Delphi received a dividend of $9 million from one of its equity method investments. The dividend was recognized as a reduction to the investment and all $9 million represented a return on investment included in cash flows from operating activities. During the three months ended March 31, 2012 , Delphi received a dividend of $62 million from another one of its equity method investments. The dividend was recognized as a reduction to the

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investment with $25 million representing a return on investment included in cash flows from operating activities and $37 million representing a return of capital investment and included in cash flows from investing activities.
Use of estimates —Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Net income per share —Basic net income per share is computed by dividing net income attributable to Delphi by the weighted–average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted-average number of ordinary shares outstanding. Share amounts included in these notes are on a diluted basis. See Note 12. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.
Cash and cash equivalents —Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Intangible Assets —Intangible assets were $766 million and $803 million as of March 31, 2013 and December 31, 2012 , respectively. Delphi amortizes definite-lived intangible assets over their estimated useful lives. Delphi has definite-lived intangible assets related to patents and developed technology, customer relationships, trade names and in-process research and development. Delphi does not amortize indefinite-lived in-process research and development, but tests for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. Amortization expense was $26 million and $21 million for the three months ended March 31, 2013 and 2012 , respectively.
Goodwill —Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Delphi tests goodwill for impairment annually or more frequently when indications of potential impairment exist. Delphi monitors the existence of potential impairment indicators throughout the fiscal year.
The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management. No components were aggregated in arriving at our reporting units.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met the Company then performs a quantitative assessment by first comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value. Goodwill was $466 million and $473 million as of March 31, 2013 and December 31, 2012 , respectively.
Warranty —Expected warranty costs for products sold are recognized at the time of sale of the product based on its estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. This estimate is adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 6. Warranty Obligations.
Restructuring —Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 7. Restructuring.

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Customer concentrations —As reflected in the table below, net sales to GM and Volkswagen Group (“VW”), Delphi's two largest customers, totaled approximately 26% and 29% of our total net sales for the three months ended March 31, 2013 and 2012 , respectively. 

															
 	Percentage of Total Net Sales	 	 	Accounts and Other Receivables	
 	Three Months Ended March 31,	 	 	March 31,
2013	 	December 31,
2012	
 	2013	 	2012	 	 		 		
 	 	 	 	(in millions)	
GM	16	%	 	18	%	 	 	$	432		 	$	382		
VW	10	%	 	11	%	 	 	149		 	109		
Recently issued accounting pronouncements —In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities . This guidance requires entities to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. In January 2013, the FASB issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarified that the scope of ASU 2011-11 applies to derivatives and securities borrowing or lending transactions subject to an agreement similar to a master netting arrangement. The guidance is effective for annual periods beginning on or after January 1, 2013. Delphi adopted this guidance effective March 31, 2013 and applied it retrospectively for any period presented. Refer to Note 14. Fair Value of Financial Instruments, Derivatives, and Hedging Activities. for additional information. The adoption of this guidance did not have a significant impact on Delphi's financial statements.
In February 2013, the FASB issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . This guidance requires an organization to present the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012. Delphi adopted this guidance effective January 1, 2013. Refer to Note 13. Changes in Accumulated Other Comprehensive Income for additional information. The adoption of this guidance did not have a significant impact on Delphi's financial statements.
In March 2013, the FASB issued ASU 2013-5, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity . This guidance requires a reporting entity that ceases to have a controlling financial interest in a business with a foreign entity, other than a sale of in substance real estate or conveyance of oil and gas mineral rights, to release any related cumulative translation adjustment into net income. The guidance is effective for fiscal years beginning after December 15, 2013. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.

3. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below: 

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(in millions)	
Productive material	 	$	626		 	$	586		
Work-in-process	 	135		 	128		
Finished goods	 	387		 	352		
Total	 	$	1,148		 	$	1,066		

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4. ASSETS
Other current assets consisted of the following: 

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(in millions)	
Value added tax receivable	 	$	181		 	$	194		
Deferred income taxes	 	145		 	148		
Prepaid insurance and other expenses	 	72		 	86		
Reimbursable engineering costs	 	56		 	52		
Notes receivable	 	37		 	22		
Debt issuance costs (Note 8)	 	10		 	17		
Income and other taxes receivable	 	35		 	47		
Deposits to vendors	 	12		 	15		
Derivative financial instruments (Note 14)	 	39		 	21		
Other	 	23		 	21		
Total	 	$	610		 	$	623		
Other long-term assets consisted of the following: 

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(in millions)	
Deferred income taxes	 	$	269		 	$	281		
Debt issuance costs (Note 8)	 	50		 	55		
Income and other taxes receivable	 	107		 	88		
Reimbursable engineering costs	 	53		 	50		
Value added tax receivable	 	33		 	33		
Derivative financial instruments (Note 14)	 	10		 	6		
Other	 	66		 	69		
Total	 	$	588		 	$	582		

5. LIABILITIES
Accrued liabilities consisted of the following: 

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(in millions)	
Payroll-related obligations	 	$	271		 	$	259		
Employee benefits, including current pension obligations	 	77		 	123		
Executive long-term incentive plan (Note 17)	 	—		 	20		
Income and other taxes payable	 	249		 	261		
Warranty obligations (Note 6)	 	88		 	92		
Restructuring (Note 7)	 	119		 	118		
Customer deposits	 	34		 	35		
Deferred income taxes	 	8		 	12		
Derivative financial instruments (Note 14)	 	13		 	12		
Accrued interest	 	30		 	9		
Other	 	296		 	300		
Total	 	$	1,185		 	$	1,241		

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Other long-term liabilities consisted of the following: 

									
 	 	March 31,
2013	 	December 31,
2012	
 	 	(in millions)	
Environmental (Note 10)	 	$	19		 	$	18		
Extended disability benefits	 	12		 	12		
Warranty obligations (Note 6)	 	73		 	74		
Restructuring (Note 7)	 	37		 	45		
Payroll-related obligations	 	11		 	11		
Accrued income taxes	 	38		 	38		
Deferred income taxes	 	202		 	185		
Derivative financial instruments (Note 14)	 	4		 	1		
Other	 	43		 	50		
Total	 	$	439		 	$	434		

6. WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized at the time of sale of the product based on its estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. This estimate is adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves across all of its operating segments as of March 31, 2013 . The estimated reasonably possible amount to ultimately resolve all matters is not materially different from the recorded reserves as of March 31, 2013 .
The table below summarizes the activity in the product warranty liability for the three months ended March 31, 2013 : 

				
 	Warranty Obligations	
 	(in millions)	
Accrual balance at beginning of period	$	166		
Provision for estimated warranties incurred during the period	18		
Provision for changes in estimate for pre-existing warranties	1		
Settlements made during the period (in cash or in kind)	(21	)	
Foreign currency translation and other	(3	)	
Accrual balance at end of period	$	161		
In March 2011, Delphi reached a settlement with its customer related to wa rranty claims on certain components previously supplied by Delphi’s Powertrain segment and reflected a change in its previous estimate of probable loss as a result of the settlement agreement by recognizing $76 million of warranty expense in cost of sales. In April 2012, Delphi made the final scheduled payment of €60 million (approximately $80 million at April 30, 2012 exchange rates) related to this matter.

7. RESTRUCTURING
Delphi’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Delphi’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
In the fourth quarter of 2012, Delphi initiated and committed to approximately $300 million of various restructuring programs which includes costs related to the integration of the Motorized Vehicle Division (“MVL”) acquisition that are intended to further improve Delphi's industry leading cost structure. As part of Delphi's continued efforts to optimize its cost structure, during the first quarter of 2013, an additional $75 million of restructuring actions were initiated, bringing the overall commitments of Delphi's restructuring programs to approximately $375 million . Approximately 80% of the restructuring actions are in Europe, including workforce reductions as well as plant closures, and are expected to be substantially completed by early 2014. In the three months ended March 31, 2013 , Delphi recorded employee related and other restructuring charges

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totaling $32 million . Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Delphi incurred cash expenditures for these restructuring actions of approximately $29 million in the three months ended March 31, 2013 , and expects future cash expenditures in 2013 of approximately $150 million .
The following table summarizes the restructuring charges recorded for the three months ended March 31, 2013 and 2012 by operating segment: 

									
 	 	Three Months Ended March 31,	
Segment	 	2013	 	2012	
 	 	(in millions)	
Electrical/Electronic Architecture	 	$	11		 	$	2		
Powertrain Systems	 	8		 	2		
Electronics and Safety	 	11		 	1		
Thermal Systems	 	2		 	1		
Total	 	$	32		 	$	6		
The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2013 : 

													
 	 	Employee
Termination
Benefits
Liability	 	Other Exit
Costs Liability	 	Total	
 	 	(in millions)	
Accrual balance at January 1, 2013	 	$	157		 	$	6		 	$	163		
Provision for estimated expenses incurred during the period	 	32		 	—		 	32		
Payments made during the period	 	(35	)	 	(1	)	 	(36	)	
Foreign currency and other	 	(3	)	 	—		 	(3	)	
Accrual balance at March 31, 2013	 	$	151		 	$	5		 	$	156		

8. DEBT
The following is a summary of debt outstanding, net of discounts of approximately $0 million and $4 million related to the Tranche A Term Loan and the Tranche B Term Loan, defined below, as of March 31, 2013 and December 31, 2012 : 

								
 	March 31,
2013	 	December 31,
2012	
 	(in millions)	
Accounts receivable factoring	$	17		 	$	19		
5.875%, senior notes, due 2019	500		 	500		
6.125%, senior notes, due 2021	500		 	500		
5.00%, senior notes, due 2023	800		 	—		
Tranche A Term Loan, due 2018	575		 	567		
Tranche B Term Loan, due 2017	—		 	772		
Capital leases and other	86		 	106		
Total debt	2,478		 	2,464		
Less: current portion	(103	)	 	(140	)	
Long-term debt	$	2,375		 	$	2,324		
Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation (the “Issuer”), a wholly-owned U.S. subsidiary of Delphi Automotive LLP, 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 (the “Original Credit Agreement”). The Original Credit Agreement was amended and restated on each of May 17, 2011, September 14, 2012 (as so amended and restated, the “2012 Credit Agreement”) and March 1, 2013.

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(The Original Credit Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to herein as the “Credit Agreement”). The Original Credit Agreement provided for a senior secured 5 -year term loan in an original amount of $258 million (the “Original Tranche A Term Loan” and, as subsequently modified from time to time, the “Tranche A Term Loan”), a senior secured 6 -year term loan in an original amount of $950 million (the “Tranche B Term Loan”), and a $500 million revolving credit facility (as subsequently modified from time to time, the “Revolving Credit Facility”). Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility to $1.3 billion and the Original Tranche A Term Loan to $574 million . As a result of prior payments on the Tranche A Term Loan, the Company received incremental proceeds of $363 million under the 2012 Credit Agreement, which was used to pay a portion of the cost of acquiring MVL. On March 1, 2013, following the senior unsecured note issuance in February 2013 (as more fully described below), the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million , the Revolving Credit Facility was increased to $1.5 billion , and the terms of the Tranche A Term Loan and the Revolving Credit Facility were extended to March 1, 2018. These resulted in the recognition of a loss on debt extinguishment of $39 million during the three months ended March 31, 2013 . Approximately $14 million in issuance costs were paid in conjunction with the March 2013 amendment. Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $32 million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At March 31, 2013 the Revolving Credit Facility was undrawn and Delphi had approximately $11 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at the Issuer’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (“Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Tranche B Term Loan had a LIBOR floor of 1.00% . A comparison of the Applicable Rates under the 2012 Credit Agreement and current Credit Agreement is set forth below: 

												
 	Credit Agreement (March 31, 2013)	 	2012 Credit Agreement (December 31, 2012)	
 	LIBOR plus	 	ABR plus	 	LIBOR plus	 	ABR plus	
Revolving Credit Facility	1.50	%	 	0.50	%	 	2.00	%	 	1.00	%	
Tranche A Term Loan	1.50	%	 	0.50	%	 	2.00	%	 	1.00	%	
Tranche B Term Loan	N/A		 	N/A		 	2.50	%	 	1.50	%	
The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit ratings with the minimum interest level of 1.00% and maximum level of 2.25% . Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in our corporate credit ratings. The Credit Agreement also requires that the Issuer pay certain commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by the Issuer in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly. The Issuer may elect to change the selected interest rate in accordance with the provisions of the Credit Agreement. As of March 31, 2013 , the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of March 31, 2013 were based on Delphi’s current credit rating and applicable margin for the Credit Agreement: 

												
 	 	 	 	Borrowings as of	 	Rates effective as of	 	
 	 	LIBOR plus	 	March 31, 2013	 	March 31, 2013	 	
Revolving Credit Facility	 	1.50	%	 	$	—		 	—	%	 	
Tranche A Term Loan	 	1.50	%	 	575		 	1.75	%	 	
The Issuer is obligated to make quarterly principal payments throughout the term of the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. This also applied to the Tranche B Term Loan prior to its payoff in March 2013. Borrowings under the Credit Agreement are prepayable at the Issuer's option without premium or penalty. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company receives net cash proceeds from any asset sale or casualty event. No mandatory prepayments, under these provisions, have been made or are due through March 31, 2013 .
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur additional indebtedness or liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company’s equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio

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(the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0 . The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2013 . At any time that Delphi Automotive PLC and Delphi Corporation have received investment grade credit ratings as specified in the Credit Agreement and other conditions in the Credit Agreement are met, all security interests on the collateral will be released, subject to potential reinstatement if the investment grade condition ceases to be satisfied. In addition, certain covenants shall not apply after Delphi Automotive PLC and Delphi Corporation have received investment grade credit ratings as specified in the Credit Agreement and no default has occurred or is continuing, provided that such covenants may be reinstated if the investment grade condition ceases to be satisfied.
All obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies and by certain of Delphi Automotive PLC’s existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Credit Agreement. All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation’s direct and indirect parent companies.
Senior Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 and $500 million of 6.125% senior unsecured notes due 2021 (the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). Delphi paid approximately $23 million of debt issuance costs in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Original Credit Agreement. In May 2012, Delphi Corporation exchanged all of the 2011 Senior Notes for registered notes (“New Senior Notes”) with terms identical in all material respects to the terms of the 2011 Senior Notes, except that the New Senior Notes are registered under the Securities Act, and the transfer restrictions and registration rights relating to the 2011 Senior Notes no longer apply. No proceeds were received by Delphi Corporation as a result of the exchange. Interest is payable semi-annually on May 15 and November 15 of each year to holders of record at the close of business on May 1 or November 1 immediately preceding the interest payment date.
The indenture governing the New Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates and merge with or into other entities. As of March 31, 2013 , the Company was in compliance with the provisions of the New Senior Notes.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013 Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term loan indebtedness under our 2012 Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date.
The indenture governing the 2013 Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2013 , the Company was in compliance with the provisions of the 2013 Senior Notes.
The senior notes are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and certain of its existing and future subsidiaries.
Other Financing
Accounts receivable factoring —Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt. These uncommitted factoring facilities are available through various financial institutions. As of March 31, 2013 and December 31, 2012 , $17 million and $19 million , respectively, were outstanding under these accounts receivable factoring facilities.
Capital leases and other —As of March 31, 2013 and December 31, 2012 , approximately $86 million and approximately $106 million , respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding.
Interest —Cash paid for interest related to amounts outstanding totaled $12 million and $16 million for the three months ended March 31, 2013 and 2012 , respectively.

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9. PENSION BENEFITS
Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded based on the vested obligation.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of the Predecessor prior to September 30, 2008 and were U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members and was frozen effective September 30, 2008.
The amounts shown below reflect the defined benefit pension expense for the three months ended March 31, 2013 and 2012 :

																
 	Non-U.S. Plans	 	U.S. Plans	
 	Three Months Ended March 31,	
 	2013	 	2012	 	2013	 	2012	
 	(in millions)	
Service cost	$	13		 	$	11		 	$	—		 	$	—		
Interest cost	22		 	21		 	—		 	1		
Expected return on plan assets	(17	)	 	(16	)	 	—		 	—		
Amortization of actuarial losses	2		 	—		 	—		 	—		
Net periodic benefit cost	$	20		 	$	16		 	$	—		 	$	1		
Other postretirement benefit obligations were approximately $10 million and $15 million at March 31, 2013 and December 31, 2012 , respectively.

10. COMMITMENTS AND CONTINGENCIES
European Union Antitrust Investigation
Delphi has received requests for information from antitrust authorities at the European Commission seeking information about alleged conduct by Delphi in connection with an investigation of automotive parts suppliers concerning possible violations of antitrust laws related to the supply of wire harnesses to vehicle manufacturers. Delphi is cooperating fully with the European authorities. Investigations of this nature often continue for several years and may result in fines imposed by the European authorities. Depending on its size, a potential fine could result in a material adverse impact on the Company’s operating results and cash flows. At this time, Delphi is unable to estimate any reasonably possible range of loss that may ultimately result from this investigation. No accrual for this matter has been recorded as of March 31, 2013 .
Environmental Matters
Delphi is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of March 31, 2013 and  December 31, 2012 , the undiscounted reserve for environmental investigation and remediation was approximately $23 million (of which $4 million was recorded in accrued liabilities and $19 million was recorded in other long-term liabilities) and $21 million (of which $3 million was recorded in accrued liabilities and $18 million was recorded in other long-term liabilities). Delphi cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Delphi’s results of operations could be materially affected. At March 31, 2013 , the difference between the recorded liabilities and the reasonably possible range of loss was not material.

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Ordinary Business Litigation
Delphi is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Delphi that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Delphi. With respect to warranty matters, although Delphi cannot ensure that the future costs of warranty claims by customers will not be material, Delphi believes its established reserves are adequate to cover potential warranty settlements.
Brazil Matters
Delphi conducts significant business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Delphi believes it complies with such laws, they are comp lex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. In addition, Delphi also is a party to commercial and labor litigation with private parties in Brazil. As of March 31, 2013 , related claims totaling $221 million (using March 31, 2013 foreign currency rates) have been asserted against Delphi. As of March 31, 2013 , the Company maintains accruals for these asserted claims of $39 million (using March 31, 2013 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s ana lyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Delphi’s results of operations could be materially affected.

11. INCOME TAXES
For purposes of comparability and consistency, the Company uses the notional U.S. federal income tax rate when presenting the Company’s reconciliation of the income tax provision. The Company is a U.K. resident taxpayer and as such is not generally subject to U.K. tax on remitted foreign earnings. As a result, the Company does not anticipate foreign earnings would be subject to a 35% tax rate upon repatriation to the U.K., as is the case when U.S. based companies repatriate earnings to the U.S. A reconciliation of the provision for income taxes compared with the amounts at the notional U.S. federal statutory rate was: 

									
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	
 	 	(in millions)	
Notional U.S. federal income taxes at statutory rate	 	$	114		 	$	153		
Income taxed at other rates	 	(66	)	 	(60	)	
Other change in tax reserves	 	1		 	(19	)	
Withholding taxes	 	16		 	(1	)	
Tax credits	 	(29	)	 	—		
Other adjustments	 	1		 	4		
Total income tax expense	 	$	37		 	$	77		
Effective tax rate	 	11	%	 	18	%	
The Company’s tax rate is affected by the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, jurisdictions with a statutory tax rate less than the U.S. rate of 35% and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company's geographic income mix was favorably impacted in 2013, as compared to 2012, primarily due to underlying business results and tax planning initiatives.
The effective tax rate was 11% and 18% for the three months ended March 31, 2013 and 2012 , respectively. The American Taxpayer Relief Act of 2012 was enacted on January 2, 2013 which retroactively reinstates expired tax provisions known as tax extenders including the research and development tax credit. The income tax accounting effect, including any retroactive effect, of a tax law change is accounted for in the period of enactment, which in this case is the first quarter of 2013.  As a result, the effective tax rate for the three months ended March 31, 2013 was impacted by a benefit of approximately $22 million related to the 2012 research and development credit. The effective tax rate in the three months ended March 31, 2012 was impacted by a reduction of $22 million in tax reserves due to resolution of open issues with tax authorities and a reduction of $11 million in withholding tax expense due to tax planning actions.

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Cash paid or withheld for income taxes was $45 million and $27 million for the three months ended March 31, 2013 and 2012 respectively.
Tax Return Filing Determinations and Elections
Delphi Automotive LLP, which acquired certain businesses of the Predecessor on October 6, 2009 , the Acquisition Date, was established on August 19, 2009 as a limited liability partnership incorporated under the laws of England and Wales. At the time of its formation, Delphi Automotive LLP elected to be treated as a partnership for U.S. federal income tax purposes. The Company believes the Internal Revenue Service (the “IRS”) may assert that Delphi Automotive LLP, and as a result Delphi Automotive PLC, should be treated as a domestic corporation for U.S. federal income tax purposes, retroactive to the Acquisition Date. If Delphi Automotive LLP were treated as a domestic corporation for U.S. federal income tax purposes, the Company expects that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also be treated as a domestic corporation for U.S. federal income tax purposes.
Delphi Automotive LLP filed U.S. federal partnership tax returns for 2009, 2010, and 2011. The IRS is currently reviewing whether Section 7874 applies to Delphi Automotive LLP’s acquisition of the automotive supply and other businesses of the Predecessor. The Company believes, after consultation with counsel, that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. federal income tax purposes, and intends to vigorously contest any assertion by the IRS to the contrary, including through litigation if the Company were unable to reach a satisfactory resolution with the IRS. However, no assurance can be given that the IRS will not contend, or that a court would not conclude, that Delphi Automotive LLP, and therefore Delphi Automotive PLC, should be treated as a domestic corporation for U.S. federal income tax purposes. No accrual for this matter has been recorded as of March 31, 2013 .
If these entities were treated as domestic corporations for U.S. federal income tax purposes, the Company would be subject to U.S. federal income tax on its worldwide taxable income, including distributions, as well as deemed income inclusions from some of its non-U.S. subsidiaries. This could have a material adverse impact on our income tax liability in the future. However, the Company may also benefit from deducting certain expenses that are currently not deducted in the U.S. As a U.S. company, any dividends we pay to non-U.S. shareholders could also be subject to U.S. federal income tax withholding at a rate of 30% (unless reduced or eliminated by an income tax treaty), and it is possible that tax may be withheld on such dividends in certain circumstances even before a final determination has been made with respect to the Company's U.S. income tax status. In addition, we could be liable for the failure by Delphi Automotive LLP to withhold U.S. federal income taxes on distributions to its non-U.S. members for periods beginning on or after the Acquisition Date.
 
12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Overview
On May 19, 2011 , Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no operations prior to its initial public offering. On November 22, 2011 , in conjunction with the completion of its initial public offering, all of the outstanding equity of Delphi Automotive LLP was exchanged for 328,244,510 ordinary shares, par value $0.01 in Delphi Automotive PLC. As a result, Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC, and subsequent to the exchange, Delphi Automotive PLC completed the initial public offering of 24,078,827 ordinary shares by the selling shareholders for an aggregate purchase price of approximately $530 million . Delphi Automotive PLC did not receive any proceeds from the offering, and incurred transaction fees and expenses of approximately $44 million .
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 17. Share-Based Compensation for additional information. For all periods presented, the effect of the Value Creation Plan (“VCP”) awards was anti-dilutive and therefore excluded from the calculation of diluted net income per share, as discussed in Note 17. Share-Based Compensation.

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Weighted Average Shares
The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share:

								
 	Three Months Ended March 31,	
 	2013	 	2012	
 	(in millions, except per share data)	
Numerator:	 	 	 	
Net income attributable to Delphi	$	276		 	$	342		
Denominator:		 		
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		
Anti-dilutive securities share impact:	—		 	2.76		
Share Repurchase Program
In January 2012, the Board of Directors authorized a share repurchase program of up to $300 million of ordinary shares. The program was scheduled to terminate on the earlier of December 31, 2012 or when the Company attained $300 million of ordinary share repurchases, which was fully satisfied in September 2012. Subsequently, in September 2012, the Board of Directors authorized a new share repurchase program of up to $750 million of ordinary shares. This program will terminate when the Company attains $750 million of ordinary shares repurchases and provides for share repurchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. During the three months ended March 31, 2013 , Delphi repurchased 2,850,000 shares at an average price of $42.79 , which totaled approximately $122 million . Approximately $525 million of share repurchases remain available under the program adopted in September 2012. 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.
Dividends
On February 26, 2013, the Board of Directors approved the initiation of dividend payments on the Company's 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.
Other
Prior to the completion of the initial public offering on November 22, 2011 , net income and other changes to membership interests were allocated to the respective outstanding classes based on the cumulative distribution provisions of the Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the “Fourth LLP Agreement”).
Under the terms of the Acquisition and the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion , Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against the Predecessor, $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million . This contingency is not considered probable of occurring as of March 31, 2013 .

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13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) for the three months ended March 31, 2013 and March 31, 2012 are as follows:

								
 	Three Months Ended March 31, 2013	 	Three Months Ended March 31, 2012	
 	(in millions)	
Foreign currency translation adjustments:	 	 	 	
Balance at beginning of period	$	(62	)	 	$	(120	)	
Aggregate adjustment for the period	(78	)	 	77		
Balance at end of period	$	(140	)	 	$	(43	)	
 	 	 	 	
Unrealized gains (losses) on derivatives:	 	 	 	
Balance at beginning of period	$	14		 	$	(45	)	
Other comprehensive income before reclassifications (net tax effect of $3 million and $28 million)	17		 	49		
Reclassification to income (net tax effect of $1 million and $1 million)	(11	)	 	2		
Balance at end of period	$	20		 	$	6		
 	 	 	 	
Pension and postretirement plans:	 	 	 	
Balance at beginning of period	$	(189	)	 	$	(18	)	
Other comprehensive income before reclassifications (net tax effect of $0 million)	15		 	—		
Reclassification to income (net tax effect of $0 million)	2		 	—		
Balance at end of period	$	(172	)	 	$	(18	)	
 	 	 	 	
Accumulated other comprehensive (loss) income, end of period	$	(292	)	 	$	(55	)	

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Reclassification out of Accumulated Other Comprehensive Income	
Three Months Ended March 31, 2013	
Details about Accumulated Other Comprehensive Income Components	 	Amount Reclassified from Accumulated Other Comprehensive Income	 	Affected Line Item in the Statement of Operations	
 	 	(in millions)	 	 	
Unrealized gains (losses) on derivatives:	 	 	 	 	
Commodity derivatives	 	$	(3	)	 	Cost of Sales	
Foreign currency derivatives	 	5		 	Cost of Sales	
Foreign currency derivatives	 	10		 	Other Income	
 	 	12		 	Total income before income taxes	
 	 	(1	)	 	Income tax (expense) or benefit	
 	 	11		 	Net income	
 	 	—		 	Net income attributable to noncontrolling interest	
 	 	$	11		 	Net income attributable to Delphi	
 	 	 	 	 	
Pension and postretirement plans:	 	 	 	 	
Actuarial gains/(losses)	 	$	(2	)	 	(1)	
 	 	(2	)	 	Total loss before income taxes	
 	 	—		 	Income tax expense	
 	 	(2	)	 	Net loss	
 	 	—		 	Net income attributable to noncontrolling interest	
 	 	$	(2	)	 	Net loss attributable to Delphi	
 	 	 	 	 	
Total reclassifications for the period	 	$	9		 	 	
		
(1)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see pension footnote for additional details).	

14. FAIR VALUE OF FINANCIAL INSTRUMENTS, DERIVATIVES AND HEDGING ACTIVITIES
Financial Instruments
Delphi’s non-derivative financial instruments include debt, which consists of its accounts receivable factoring arrangements, capital leases and other debt issued by Delphi’s non-U.S. subsidiaries, the Tranche A Term Loan, the Tranche B Term Loan (prior to its payoff on March 1, 2013) and the senior notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of March 31, 2013 and December 31, 2012 , total debt was recorded at $2,478 million and $2,464 million , respectively, and had estimated fair values of $2,610 million and $2,557 million , respectively. For all other financial instruments recorded at March 31, 2013 and December 31, 2012 , fair value approximates book value.
Derivatives and Hedging Activities
Delphi is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Delphi aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Delphi enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Delphi assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy. As of March 31, 2013 , Delphi has entered into derivative instruments to hedge cash flows extending out to July 2015.

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As of March 31, 2013 , the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures: 

						
Commodity	 	Quantity
Hedged	 	Unit of
Measure	
 	 	(in thousands)	
Copper	 	67,882		 	pounds	
Primary Aluminum	 	32,377		 	pounds	
Secondary Aluminum	 	17,727		 	pounds	

						
Foreign Currency	 	Quantity
Hedged	 	Unit of
Measure	
 	 	(in millions)	
Hungarian Forint	 	10,009		 	HUF	
Mexican Peso	 	6,111		 	MXN	
South Korean Won	 	16,125		 	KRW	
Thai Baht	 	1,319		 	THB	
Chinese Yuan Renminbi	 	378		 	CNY	
Romanian Leu	 	242		 	RON	
Japanese Yen	 	506		 	JPY	
Euro	 	331		 	EUR	
New Turkish Lira	 	165		 	TRY	
Polish Zloty	 	278		 	PLN	
Brazilian Real	 	165		 	BRL	
British Pound	 	25		 	GBP	

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The fair value of derivative financial instruments recorded in the consolidated balance sheets as of March 31, 2013 and December 31, 2012 are as follows: 

															
 	Asset Derivatives	 	Liability Derivatives	 	Net Amounts of Assets and Liabilities Presented in the Balance Sheet	
 	Balance Sheet Location	 	March 31,
2013	 	Balance Sheet Location	 	March 31,
2013	 	March 31,
2013	
 	(in millions)	 	 	
Designated derivatives instruments:	 	 	
Commodity derivatives	Other Current Assets	 	$	—		 	Accrued Liabilities	 	$	12		 	 	
Foreign currency derivatives*	Other Current Assets	 	44		 	Other Current Assets	 	5		 	39		
Foreign currency derivatives*	Accrued Liabilities	 	—		 	Accrued Liabilities	 	1		 	(1	)	
Commodity derivatives	Other Long-Term Assets	 	—		 	Other Long-Term Liabilities	 	4		 	 	
Foreign currency derivatives*	Other Long-Term Assets	 	12		 	Other Long-Term Assets	 	2		 	10		
Total	 	 	$	56		 	 	 	$	24		 	 	
Derivatives not designated:	
None	 	 	 	 	 	 	 	 	 	

															
 	Asset Derivatives	 	Liability Derivatives	 	Net Amounts of Assets and Liabilities Presented in the Balance Sheet	
 	Balance Sheet Location	 	December 31, 2012	 	Balance Sheet Location	 	December 31, 2012	 	December 31, 2012	
 	(in millions)	 	 	
Designated derivatives instruments:	 	 	
Commodity derivatives	Other Current Assets	 	$	2		 	Accrued Liabilities	 	$	7		 	 	
Foreign currency derivatives*	Other Current Assets	 	24		 	Other Current Assets	 	5		 	19		
Foreign currency derivatives*	Accrued Liabilities	 	—		 	Accrued Liabilities	 	5		 	(5	)	
Commodity derivatives	Other Long-Term Assets	 	1		 	Other Long-Term Liabilities	 	1		 	 	
Foreign currency derivatives*	Other Long-Term Assets	 	7		 	Other Long-Term Assets	 	2		 	5		
Total	 	 	$	34		 	 	 	$	20		 	 	
Derivatives not designated:	
None	 	 	 	 	 	 	 	 	 	
  * Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Delphi’s derivative financial instruments remained in a net asset position at March 31, 2013 and December 31, 2012 . The net asset position increased at March 31, 2013 primarily due to favorable movements in the forward rates of certain currencies.

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The effect of derivative financial instruments in the consolidated statement of operations and and consolidated statement of comprehensive income for the three months ended March 31, 2013 is as follows: 

													
Three Months Ended March 31, 2013	 	(Loss) Gain
Recognized in
OCI (Effective
Portion)	 	(Loss) Gain
Reclassified
from OCI
into Income
(Effective
Portion)	 	Gain Recognized
in Income
(Ineffective
Portion Excluded
from Effectiveness
Testing)	
 	 	(in millions)	
Designated derivatives instruments:	 	 	 	 	 	 	
Commodity derivatives	 	$	(15	)	 	$	(3	)	 	$	—		
Foreign currency derivatives	 	35		 	15		 	—		
Total	 	$	20		 	$	12		 	$	—		

				
 	Loss
Recognized in
Income	
Derivatives not designated:	 	
Commodity derivatives	$	—		
Foreign currency derivatives	(1	)	
Total	$	(1	)	
The effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the three months ended March 31, 2012 is as follows: 

													
Three Months Ended March 31, 2012	 	Gain
Recognized in
OCI (Effective
Portion)	 	Loss
Reclassified
from OCI
into Income
(Effective
Portion)	 	Loss Recognized
in Income
(Ineffective
Portion Excluded
from Effectiveness
Testing)	
 	 	(in millions)	
Designated derivatives instruments:	 	 	 	 	 	 	
Commodity derivatives	 	$	27		 	$	(2	)	 	$	—		
Foreign currency derivatives	 	50		 	(1	)	 	—		
Total	 	$	77		 	$	(3	)	 	$	—		

				
 	Loss
Recognized in
Income	
Derivatives not designated:	 	
Commodity derivatives	$	—		
Foreign currency derivatives	(1	)	
Total	$	(1	)	
The gain or loss reclassified from OCI into income for the effective portion of designated derivative instruments and the gain or loss recognized in income for the ineffective portion of designated derivative instruments excluded from effectiveness testing were recorded to cost of sales and other income in the consolidated statements of operations for the three months ended March 31, 2013 and 2012 . The gain or loss recognized in income for non-designated derivative instruments was recorded in other income, net and cost of goods sold for the three months ended March 31, 2013 and 2012 .
Gains and losses on derivatives qualifying as cash flow hedges are recorded in OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Income included in accumulated OCI as of March 31, 2013 was approximately $30 million (approximately $20 million net of tax). Of this income, approximately $20 million is expected to be included in cost of sales within the next 12 months, $2 million is expected to be included in other income within the next 12 months and $8 million is expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Delphi determines it is no longer probable that the originally forecasted transactions will occur. The amount included in cost of sales related to hedge ineffectiveness was approximately $0 million and $0 million for the three months ended March 31, 2013 and 2012 , respectively.

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Fair Value Measurements
Fair Value Measurements on a Recurring Basis
All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Delphi’s derivative exposures are with counterparties with long-term investment grade credit ratings. Delphi estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Delphi also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Delphi is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Delphi is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Delphi uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Delphi generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of March 31, 2013 and December 31, 2012 , Delphi was in a net derivative asset pos ition of $32 million and $14 million , respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates and because Delphi’s exposures were to counterparties with investment grade c redit ratings.
As of March 31, 2013 and December 31, 2012 , Delphi had the following assets measured at fair value on a recurring basis: 

																	
 	 	Total      	 	Quoted Prices in
Active Markets
Level 1	 	Significant Other
Observable Inputs
Level 2	 	Significant
Unobservable
Inputs
Level 3	
 	 	(in millions)	
As of March 31, 2013	 	 	
Commodity derivatives	 	$	—		 	$	—		 	$	—		 	$	—		
Foreign currency derivatives	 	49		 	—		 	49		 	—		
Total	 	$	49		 	$	—		 	$	49		 	$	—		
As of December 31, 2012:	 	 	 	 	 	 	 	 	
Commodity derivatives	 	$	3		 	$	—		 	$	3		 	$	—		
Foreign currency derivatives	 	24		 	—		 	24		 	—		
Total	 	$	27		 	$	—		 	$	27		 	$	—		
As of March 31, 2013 and  December 31, 2012 , Delphi had the following liabilities measured at fair value on a recurring basis: 

																	
 	 	Total      	 	Quoted Prices in
Active Markets
Level 1	 	Significant Other
Observable Inputs
Level 2	 	Significant
Unobservable
Inputs
Level 3	
 	 	(in millions)	
As of March 31, 2013	 	 	
Commodity derivatives	 	$	16		 	$	—		 	$	16		 	$	—		
Foreign currency derivatives	 	1		 	—		 	1		 	—		
Total	 	$	17		 	$	—		 	$	17		 	$	—		
As of December 31, 2012:	 	 	 	 	 	 	 	 	
Commodity derivatives	 	$	8		 	$	—		 	$	8		 	$	—		
Foreign currency derivatives	 	5		 	—		 	5		 	—		
Total	 	$	13		 	$	—		 	$	13		 	$	—		

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Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Delphi also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. No significant impairment charges were recorded during the three months ended March 31, 2013 and 2012 . Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals. As such, Delphi has determined that the fair value measurements of long-lived assets fall in Level 3 of the fair value hierarchy.

15. OTHER INCOME, NET
Other income, net included:

								
 	Three Months Ended March 31,	
 	2013	 	2012	
 	(in millions)	
Interest income	$	3		 	$	5		
(Loss) gain on extinguishment of debt	(39	)	 	—		
Other, net	2		 	2		
Other (expense) income, net	$	(34	)	 	$	7		
As further discussed in Note 8. Debt, during the three months ended March 31, 2013 , Delphi amended its Credit Agreement and repaid the entire balance of the Tranche B Term Loan from the Original Credit Agreement, resulting in a loss on extinguishment of debt of $39 million .

16. ACQUISITIONS AND DIVESTITURES
Acquisition of Motorized Vehicles Division of FCI
On October 26, 2012, Delphi acquired 100% of the equity interests of MVL for €765 million , or approximately $1 billion based on exchange rates on the acquisition date. MVL, a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications, is based in Guyancourt, France, had 2011 sales of €692 million (including approximately 12% to Delphi that would be eliminated on a consolidated basis) and global operations.
Upon completing the acquisition, Delphi incurred related transaction expenses totaling approximately $13 million , which were recorded in other expenses in the statement of operations in the fourth quarter of 2012. The cash payments required to close the transaction were funded using existing cash on hand, including $363 million drawn under the 2012 Credit Agreement and additional European factoring.
The acquisition was accounted for as a business combination, with the purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2012. The purchase price and related allocation were finalized in the three months ended March 31, 2013 and resulted in minor adjustments to goodwill from the amounts disclosed as of December 31, 2012. These adjustments were not significant for any period presented after the acquisition date. The final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed

				
Purchase price, net of cash acquired	$	978		

				
Property, plant and equipment	$	249		
Intangible assets	278		
Other assets purchased and liabilities assumed, net	(7	)	
Identifiable net assets acquired	520		
Goodwill resulting from purchase	458		
Total purchase price allocation	$	978		

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Intangible assets include estimated amounts recognized for the fair value of customer-based and technology-related assets.  It is currently estimated that these intangible assets have a weighted average useful life of approximately 12 years. The valuation of the intangible assets acquired was based on management's estimates, available information, and reasonable and supportable assumptions. The fair value of these assets was generally estimated based on utilizing income and market approaches.
The operating results of MVL are reported within the Electrical/Electronic Architecture segment from the date of acquisition. The pro forma effects of this acquisition would not materially impact Delphi's reported results for any period presented, and as a result no pro forma financial statements were presented.
Sale of Italian Thermal Special Application Business
On April 30, 2012, Delphi completed the sale of its Thermal Special Application business located in Italy. The net sales of this business were approximately $23 million for the period from January 1 to April 30, 2012. Delphi received net proceeds of $14 million from the sale and recognized a gain on divestiture of $4 million , which is included in cost of sales in the consolidated statement of operations for the year ended December 31, 2012.  The results of operations, including the gain on divestiture were not significant to the consolidated financial statements in any period presented, and the divestiture did not meet the discontinued operations criteria.
Purchase of Noncontrolling Interest in JV
In February 2012, Delphi’s Powertrain segment completed the acquisition of the remaining ownership interest in a majority-owned joint venture for a purchase price of $16 million . The acquisition was not material to the Company’s consolidated financial statements. Delphi previously had effective control of the joint venture and consolidated its results. The acquisition resulted in the elimination of the non-controlling interest.

17. SHARE-BASED COMPENSATION
Long Term Incentive Plan
In November 2011, the Delphi Automotive PLC Long Term Incentive Plan (the “PLC LTIP”) was established, which allowed for the grant of awards of up to 22,977,116 ordinary shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, Restricted Stock Units (“RSUs”), performance awards, and other share-based awards to the employees, directors, consultants and advisors of the Company. In 2012 and 2013, the Company awarded annual long-term grants of RSUs under the PLC LTIP to align management compensation with Delphi's overall business strategy. The Company has competitive and market-appropriate shareholding requirements. Upon settlement, all of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date.
On June 13, 2012, 51,003 RSUs granted to the Board of Directors on November 22, 2011 vested. The grant date fair value was approximately $1 million , and was determined based on the closing price of the Company’s ordinary shares on November 22, 2011. Upon settlement of the RSUs, 51,003 ordinary shares at a fair value of approximately $1 million were issued to members of the Board of Directors and 1,020 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On June 14, 2012, Delphi granted 64,459 RSUs to the Board of Directors at a grant date fair value of approximately $2 million . The grant date fair value was determined based on the closing price of the Company’s ordinary shares on June 14, 2012. The RSUs vested on April 24, 2013, the day before the 2013 annual meeting of shareholders. Upon settlement of the RSUs, 64,713 ordinary shares at a fair value of approximately $3 million were issued to members of the Board of Directors and 7,691 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On April 25, 2013 D elphi granted 37,674 RSUs to the Board of Directors at a grant date fair value of approximately $2 million . The grant date fair value was determin ed based on the closing price of the Company's ordinary shares on April 25, 2013. The RSUs will v est on April 2, 2014, the day b efore the 2014 annual meeting of shareholders.
In February 2012, Delphi granted 1.88 million RSUs to its executives. These awards include a time-based vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 25% of the awards for Delphi’s officers and 50% for Delphi’s other executives, will vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s other executives, will vest at the completion of a three-year performance period at the end of 2014, if certain targets are met. Any new executives hired prior to the end of 2014 may be granted RSUs which will be valued at their grant date fair value and will vest as described above.

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In February 2013, under the time-based vesting terms of the 2012 grant, 218,070 ordinary shares were issued to Delphi executives at a fair value of $9 million , of which 78,692 ordinary shares were withheld to cover withholding taxes.
In February 2013, Delphi granted 1.45 million RSUs to its executives. These awards include time and performance-based components and vesting terms similar to the 2012 awards described above, as well as continuity awards. The time-based RSUs will vest ratably over three years beginning on the first anniversary of the grant date and the performance-based RSUs will vest at the completion of a three-year performance period at the end of 2015 if certain targets are met.
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are: 

							
Metric	2013 Grant	 	 	2012 Grant	
Average Return on Net Assets (1)	50	%	 	 	50	%	
Cumulative Net Income	N/A		 	 	30	%	
Cumulative Earnings Per Share (2)	30	%	 	 	N/A		
Relative Total Shareholder Return (3)	20	%	 	 	20	%	

(1)	Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment expense for each calendar year during the respective performance period.	

(2)	Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for calendar years 2013-2015.	

(3)	Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.	
The grant date fair value of the RSUs was determined based on the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards. Based on the target number of awards issued for the February 2013 and 2012 grants, the fair value at grant date was estimated to be approximately $60 million and $59 million , respectively.
A summary of activity, including award grants, vesting and forfeitures is provided below 

								
 	 	RSUs	 	Weighted Average Grant
Date Fair Value	
 	 	(in thousands)	 	 	
Outstanding, January 1, 2013	 	1,899		 	$	31.09		
Granted	 	1,454		 	41.29		
Vested	 	(220	)	 	29.51		
Forfeited	 	(63	)	 	30.60		
Outstanding, March 31, 2013	 	3,070		 	36.03		
Delphi recognized compensation expense of $10 million ( $8 million , net of tax) and $4 million ( $3 million , net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended March 31, 2013 and 2012 , respectively. Delphi will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of March 31, 2013 , unrecognized compensation expense on a pretax basis of approximately $98 million is anticipated to be recognized through February 2016. For the three months ended March 31, 2013 and 2012 , respectively, approximately $3 million and $0 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for vested RSUs.
Value Creation Plan
During the second quarter of 2010, the Board of Managers approved and authorized the VCP, a long-term incentive plan designed to assist the Company in attracting, retaining, motivating and rewarding key employees of the Company and promoting the creation of long-term value. Participants were granted an award in September 2010 for the performance period ending December 31, 2012 . Each individual participant’s target value was based on the participants’ level of responsibility within the Company and the country in which the participant is located. The awards cliff vested on December 31, 2012 , the end of the performance period. In the event of a qualified termination, as defined in the VCP, prior to December 31, 2012 , the

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participant would have vested in a pro-rata percentage of their award as of the termination date. For any other termination, the award would have been forfeited.
Approximately $200 million of the VCP awards were settled in cash during the year ended December 31, 2012 and approximately $31 million (including $11 million of taxes to be paid) that remained in accrued liabilities as of December 31, 2012 related to certain legal entities was paid out in the first quarter of 2013. The cash flow impacts for the three months ended March 31, 2013 and 2012 were $31 million and $0 million , respectively. Final settlement of the awards for Delphi's officers was comprised of a combination of cash and ordinary shares. On December 31, 2012 , 717,230 ordinary shares were issued to Delphi's officers, of which 290,798 ordinary shares were withheld to cover U.S. withholding taxes. For the three months ended March 31, 2013 and 2012 , respectively, approximately $11 million and $0 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for the vested ordinary shares. Delphi recognized compensation expense based on estimates of the enterprise value, over the requisite vesting periods of the awards. Compensation expense recognized during the three months ended March 31, 2012 totaled $46 million ( $35 million , net of tax).
The VCP awards were accounted for as liability awards pursuant to FASB ASC 718, Compensation-Stock Compensation . Estimating the fair value of the liability awards under the VCP required assumptions regarding the Company’s enterprise value. Prior to public quoted market prices for averages to determine fair value estimates for the VCP, the fair market value of the liability awards was based on contemporaneous valuations performed by an independent valuation specialist, utilizing generally accepted valuation approaches.

18. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Basis of Presentation
In May 2011, Delphi Corporation issued the 2011 Senior Notes in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act. The 2011 Senior Notes were exchanged for the New Senior Notes in an exchange offer completed in May 2012. Additionally, in February 2013, Delphi Corporation issued the 2013 Senior Notes registered under the Securities Act. All series of the Company's outstanding senior notes have been issued by Delphi Corporation (“Subsidiary Issuer”) and are fully and unconditionally guaranteed by certain of its direct and indirect parent companies the (“Parent Companies”) and by certain of Delphi Automotive PLC’s direct and indirect subsidiaries (the “Guarantor Subsidiaries”) on a joint and several basis, subject to customary release provisions. Subsidiaries not subject to the guarantee (“Non-Guarantor Subsidiaries”) consist primarily of the non-U.S. subsidiaries of the Company. Refer to Note 8. Debt for more information.
In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions.

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Statement of Operations Three Months Ended March 31, 2013

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net sales	 	$	—		 	$	—		 	$	1,312		 	$	3,027		 	$	(315	)	 	$	4,024		
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of sales	 	—		 	—		 	1,120		 	2,537		 	(318	)	 	3,339		
Selling, general and administrative	 	35		 	—		 	46		 	147		 	2		 	230		
Amortization	 	—		 	—		 	13		 	13		 	—		 	26		
Restructuring	 	—		 	—		 	5		 	27		 	—		 	32		
Total operating expenses	 	35		 	—		 	1,184		 	2,724		 	(316	)	 	3,627		
Operating (loss) income	 	(35	)	 	—		 	128		 	303		 	1		 	397		
Interest expense	 	(14	)	 	(47	)	 	(15	)	 	(3	)	 	43		 	(36	)	
Other income (expense), net	 	15		 	(21	)	 	—		 	16		 	(44	)	 	(34	)	
(Loss) income before income taxes and equity income	 	(34	)	 	(68	)	 	113		 	316		 	—		 	327		
Income tax benefit (expense)	 	—		 	25		 	(17	)	 	(43	)	 	(2	)	 	(37	)	
(Loss) income before equity income	 	(34	)	 	(43	)	 	96		 	273		 	(2	)	 	290		
Equity in net income of affiliates	 	—		 	—		 	—		 	8		 	—		 	8		
Equity in net income (loss) of subsidiaries	 	310		 	107		 	—		 	—		 	(417	)	 	—		
Net income (loss)	 	276		 	64		 	96		 	281		 	(419	)	 	298		
Net income attributable to noncontrolling interest	 	—		 	—		 	—		 	22		 	—		 	22		
Net income (loss) attributable to Delphi	 	$	276		 	$	64		 	$	96		 	$	259		 	$	(419	)	 	$	276		

Statement of Operations Three Months Ended March 31, 2012 

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net sales	 	$	—		 	$	—		 	$	1,442		 	$	3,044		 	$	(394	)	 	$	4,092		
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of sales	 	—		 	—		 	1,231		 	2,539		 	(397	)	 	3,373		
Selling, general and administrative	 	30		 	—		 	73		 	125		 	—		 	228		
Amortization	 	—		 	—		 	14		 	7		 	—		 	21		
Restructuring	 	—		 	—		 	2		 	4		 	—		 	6		
Total operating expenses	 	30		 	—		 	1,320		 	2,675		 	(397	)	 	3,628		
Operating (loss) income	 	(30	)	 	—		 	122		 	369		 	3		 	464		
Interest expense	 	(18	)	 	(37	)	 	(8	)	 	(5	)	 	33		 	(35	)	
Other income (expense), net	 	7		 	19		 	1		 	12		 	(32	)	 	7		
(Loss) income before income taxes and equity income	 	(41	)	 	(18	)	 	115		 	376		 	4		 	436		
Income tax benefit (expense)	 	—		 	7		 	(14	)	 	(68	)	 	(2	)	 	(77	)	
(Loss) income before equity income	 	(41	)	 	(11	)	 	101		 	308		 	2		 	359		
Equity in net income of affiliates	 	—		 	—		 	—		 	4		 	—		 	4		
Equity in net income (loss) of subsidiaries	 	383		 	101		 	—		 	—		 	(484	)	 	—		
Net income (loss)	 	342		 	90		 	101		 	312		 	(482	)	 	363		
Net income attributable to noncontrolling interest	 	—		 	—		 	—		 	21		 	—		 	21		
Net income (loss) attributable to Delphi	 	$	342		 	$	90		 	$	101		 	$	291		 	$	(482	)	 	$	342		

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Statement of Comprehensive Income Three Months Ended March 31, 2013

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net income (loss)	 	$	276		 	$	64		 	$	96		 	$	281		 	$	(419	)	 	$	298		
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	
Currency translation adjustments	 	—		 	—		 	—		 	(78	)	 	—		 	(78	)	
Net change in unrecognized gain on derivative instruments, net of tax	 	—		 	—		 	5		 	1		 	—		 	6		
Employee benefit plans adjustment, net of tax	 	—		 	—		 	—		 	17		 	—		 	17		
Other comprehensive income (loss)	 	—		 	—		 	5		 	(60	)	 	—		 	(55	)	
Equity in other comprehensive (loss) income of subsidiaries	 	(55	)	 	5		 	—		 	—		 	50		 	—		
Comprehensive income (loss)	 	221		 	69		 	101		 	221		 	(369	)	 	243		
Comprehensive income attributable to noncontrolling interests	 	—		 	—		 	—		 	22		 	—		 	22		
Comprehensive income (loss) attributable to Delphi	 	$	221		 	$	69		 	$	101		 	$	199		 	$	(369	)	 	$	221		

Statement of Comprehensive Income Three Months Ended March 31, 2012

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net income (loss)	 	$	342		 	$	90		 	$	101		 	$	312		 	$	(482	)	 	$	363		
Other comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	
Currency translation adjustments	 	—		 	—		 	—		 	78		 	—		 	78		
Net change in unrecognized loss on derivative instruments, net of tax	 	—		 	—		 	51		 	—		 	—		 	51		
Employee benefit plans adjustment, net of tax	 	—		 	—		 	—		 	—		 	—		 	—		
Other comprehensive income	 	—		 	—		 	51		 	78		 	—		 	129		
Equity in other comprehensive income (loss) of subsidiaries	 	128		 	51		 	—		 	—		 	(179	)	 	—		
Comprehensive income (loss)	 	470		 	141		 	152		 	390		 	(661	)	 	492		
Comprehensive income attributable to noncontrolling interests	 	—		 	—		 	—		 	22		 	—		 	22		
Comprehensive income (loss) attributable to Delphi	 	$	470		 	$	141		 	$	152		 	$	368		 	$	(661	)	 	$	470		

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Table of Contents

Balance Sheet as of March 31, 2013

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	2		 	$	—		 	$	61		 	$	767		 	$	—		 	$	830		
Restricted cash	 	—		 	—		 	—		 	4		 	—		 	4		
Accounts receivable, net	 	—		 	—		 	749		 	2,046		 	—		 	2,795		
Inventories	 	—		 	—		 	340		 	818		 	(10	)	 	1,148		
Other current assets	 	1		 	10		 	159		 	448		 	(8	)	 	610		
Total current assets	 	3		 	10		 	1,309		 	4,083		 	(18	)	 	5,387		
Long-term assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Property, net	 	—		 	—		 	614		 	2,229		 	—		 	2,843		
Investments in affiliates	 	—		 	—		 	—		 	223		 	—		 	223		
Investments in subsidiaries	 	4,237		 	1,652		 	—		 	—		 	(5,889	)	 	—		
Intangible assets, net	 	—		 	—		 	383		 	849		 	—		 	1,232		
Other long-term assets	 	5		 	50		 	38		 	495		 	—		 	588		
Total long-term assets	 	4,242		 	1,702		 	1,035		 	3,796		 	(5,889	)	 	4,886		
Total assets	 	$	4,245		 	$	1,712		 	$	2,344		 	$	7,879		 	$	(5,907	)	 	$	10,273		
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Short-term debt	 	$	—		 	$	14		 	$	23		 	$	66		 	$	—		 	$	103		
Accounts payable	 	1		 	—		 	639		 	1,746		 	—		 	2,386		
Accrued liabilities	 	2		 	30		 	155		 	1,006		 	(8	)	 	1,185		
Total current liabilities	 	3		 	44		 	817		 	2,818		 	(8	)	 	3,674		
Long-term liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	—		 	2,361		 	2		 	12		 	—		 	2,375		
Intercompany accounts, net	 	1,844		 	(696	)	 	897		 	(2,047	)	 	2		 	—		
Pension benefit obligations	 	—		 	—		 	71		 	817		 	—		 	888		
Other long-term liabilities	 	—		 	—		 	190		 	249		 	—		 	439		
Total long-term liabilities	 	1,844		 	1,665		 	1,160		 	(969	)	 	2		 	3,702		
Total liabilities	 	1,847		 	1,709		 	1,977		 	1,849		 	(6	)	 	7,376		
Total Delphi shareholders’ equity	 	2,398		 	3		 	367		 	5,531		 	(5,901	)	 	2,398		
Noncontrolling interest	 	—		 	—		 	—		 	499		 	—		 	499		
Total shareholders’ equity	 	2,398		 	3		 	367		 	6,030		 	(5,901	)	 	2,897		
Total liabilities and shareholders’ equity	 	$	4,245		 	$	1,712		 	$	2,344		 	$	7,879		 	$	(5,907	)	 	$	10,273		

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Balance Sheet as of December 31, 2012

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	2		 	$	—		 	$	118		 	$	985		 	$	—		 	$	1,105		
Restricted cash	 	—		 	—		 	—		 	8		 	—		 	8		
Accounts receivable, net	 	—		 	—		 	641		 	1,784		 	—		 	2,425		
Inventories	 	—		 	—		 	308		 	764		 	(6	)	 	1,066		
Other current assets	 	—		 	17		 	141		 	465		 	—		 	623		
Total current assets	 	2		 	17		 	1,208		 	4,006		 	(6	)	 	5,227		
Long-term assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Property, net	 	—		 	—		 	592		 	2,268		 	—		 	2,860		
Investments in affiliates	 	—		 	—		 	—		 	231		 	—		 	231		
Investments in subsidiaries	 	3,987		 	1,663		 	—		 	—		 	(5,650	)	 	—		
Intangible assets, net	 	—		 	—		 	390		 	886		 	—		 	1,276		
Other long-term assets	 	—		 	55		 	44		 	481		 	2		 	582		
Total long-term assets	 	3,987		 	1,718		 	1,026		 	3,866		 	(5,648	)	 	4,949		
Total assets	 	$	3,989		 	$	1,735		 	$	2,234		 	$	7,872		 	$	(5,654	)	 	$	10,176		
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Short-term debt	 	$	—		 	$	31		 	$	23		 	$	86		 	$	—		 	$	140		
Accounts payable	 	—		 	—		 	578		 	1,700		 	—		 	2,278		
Accrued liabilities	 	—		 	10		 	221		 	1,010		 	—		 	1,241		
Total current liabilities	 	—		 	41		 	822		 	2,796		 	—		 	3,659		
Long-term liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	—		 	2,308		 	2		 	14		 	—		 	2,324		
Intercompany accounts, net	 	1,644		 	(537	)	 	755		 	(1,862	)	 	—		 	—		
Pension benefit obligations	 	—		 	—		 	73		 	856		 	—		 	929		
Other long-term liabilities	 	—		 	—		 	192		 	242		 	—		 	434		
Total long-term liabilities	 	1,644		 	1,771		 	1,022		 	(750	)	 	—		 	3,687		
Total liabilities	 	1,644		 	1,812		 	1,844		 	2,046		 	—		 	7,346		
Total Delphi shareholders’ equity	 	2,345		 	(77	)	 	390		 	5,341		 	(5,654	)	 	2,345		
Noncontrolling interest	 	—		 	—		 	—		 	485		 	—		 	485		
Total shareholders’ equity	 	2,345		 	(77	)	 	390		 	5,826		 	(5,654	)	 	2,830		
Total liabilities and shareholders’ equity	 	$	3,989		 	$	1,735		 	$	2,234		 	$	7,872		 	$	(5,654	)	 	$	10,176		

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Table of Contents

Statement of Cash Flows for the Three Months Ended March 31, 2013

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net cash provided by (used in) operating activities	 	$	(126	)	 	$	—		 	$	171		 	$	104		 	$	—		 	$	149		
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—		 	—		 	(46	)	 	(167	)	 	—		 	(213	)	
Proceeds from sale of property/investments	 	—		 	—		 	—		 	2		 	—		 	2		
Cost of acquisitions, net of cash acquired	 	—		 	—		 	—		 	2		 	—		 	2		
Decrease in restricted cash	 	—		 	—		 	—		 	4		 	—		 	4		
Net cash used in investing activities	 	—		 	—		 	(46	)	 	(159	)	 	—		 	(205	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net repayments under other short-term debt agreements	 	—		 	—		 	—		 	(27	)	 	—		 	(27	)	
Repayments under long-term debt agreements	 	—		 	(1,342	)	 	—		 	—		 	—		 	(1,342	)	
Proceeds from issuance of senior secured term loans, net of issuance costs	 	—		 	560		 	—		 	—		 	—		 	560		
Proceeds from issuance of senior notes, net of issuance costs	 	—		 	790		 	—		 	—		 	—		 	790		
Dividend payments of consolidated affiliates to minority shareholders	 	—		 	—		 	—		 	(8	)	 	—		 	(8	)	
Intercompany dividends and net increase (decrease) in intercompany obligations	 	301		 	(8	)	 	(169	)	 	(124	)	 	—		 	—		
Repurchase of ordinary shares	 	(122	)	 	—		 	—		 	—		 	—		 	(122	)	
Distribution of cash dividends	 	(53	)	 	—		 	—		 	—		 	—		 	(53	)	
Taxes withheld and paid on employees' restricted share awards	 	—		 	—		 	(13	)	 	(1	)	 	—		 	(14	)	
Net cash used in financing activities	 	126		 	—		 	(182	)	 	(160	)	 	—		 	(216	)	
Effect of exchange rate fluctuations on cash and cash equivalents	 	—		 	—		 	—		 	(3	)	 	—		 	(3	)	
Decrease in cash and cash equivalents	 	—		 	—		 	(57	)	 	(218	)	 	—		 	(275	)	
Cash and cash equivalents at beginning of period	 	2		 	—		 	118		 	985		 	—		 	1,105		
Cash and cash equivalents at end of period	 	$	2		 	$	—		 	$	61		 	$	767		 	$	—		 	$	830		

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Table of Contents

Statement of Cash Flows for the Three Months Ended March 31, 2012 

																									
 	 	Parent
Companies	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Consolidated	
 	 	(in millions)	
Net cash (used in) provided by operating activities	 	$	(30	)	 	$	—		 	$	(4	)	 	$	327		 	$	—		 	$	293		
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—		 	—		 	(64	)	 	(196	)	 	—		 	(260	)	
Proceeds from sale of property/investments	 	—		 	—		 	2		 	1		 	—		 	3		
Increase in restricted cash	 	—		 	—		 	—		 	(4	)	 	—		 	(4	)	
Acquisition of minority held shares	 	—		 	—		 	—		 	(16	)	 	—		 	(16	)	
Dividends from equity method investments in excess of earnings	 	—		 	—		 	—		 	37		 	—		 	37		
Net cash used in investing activities	 	—		 	—		 	(62	)	 	(178	)	 	—		 	(240	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net repayments under other short-term debt agreements	 	—		 	—		 	—		 	(18	)	 	—		 	(18	)	
Dividend payments of consolidated affiliates to minority shareholders	 	—		 	—		 	—		 	(5	)	 	—		 	(5	)	
Net cash used in financing activities	 	—		 	—		 	—		 	(23	)	 	—		 	(23	)	
Effect of exchange rate fluctuations on cash and cash equivalents	 	—		 	—		 	—		 	19		 	—		 	19		
(Decrease) increase in cash and cash equivalents	 	(30	)	 	—		 	(66	)	 	145		 	—		 	49		
Cash and cash equivalents at beginning of period	 	53		 	—		 	186		 	1,124		 	—		 	1,363		
Cash and cash equivalents at end of period	 	$	23		 	$	—		 	$	120		 	$	1,269		 	$	—		 	$	1,412		

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Table of Contents

19. SEGMENT REPORTING
Delphi operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:

•	Electrical/Electronic Architecture, which includes complete electrical architecture and component products.	

•	Powertrain Systems, which includes extensive systems integration expertise in gasoline, diesel and fuel handling and full end-to-end systems including fuel and air injection, combustion, electronics controls, exhaust handling, test and validation capabilities, diesel and automotive aftermarket, and original equipment service.	

•	Electronics and Safety, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, as well as advanced development of software.	

•	Thermal Systems, which includes heating, ventilating and air conditioning (“HVAC”) systems, components for multiple transportation and other adjacent markets, and powertrain cooling and related technologies.	

•	Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.	
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. Generally, Delphi evaluates performance based on stand-alone segment net income before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense, equity income, net of tax, restructuring and other acquisition-related costs (“Adjusted EBITDA”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Through December 31, 2012, the Company’s management believed that net income before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense, equity income, net of tax, (“EBITDA”) was a meaningful measure of performance and it was used by management to analyze Company and stand-alone segment operating performance. Management also used EBITDA for planning and forecasting purposes. Effective January 1, 2013, Delphi’s management began utilizing Adjusted EBITDA as a key performance measure and for planning and forecasting purposes because of our restructuring and other acquisition-related costs. Segment Adjusted EBITDA and EBITDA should not be considered substitutes for results prepared in accordance with U.S. GAAP and should not be considered alternatives to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted EBITDA and EBITDA that is in accordance with U.S. GAAP. Segment Adjusted EBITDA and EBITDA, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
Included below are sales and operating data for Delphi’s segments for the three months ended March 31, 2013 and 2012 . 

																									
 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other (1)	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2013:	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,921		 	$	1,107		 	$	693		 	$	360		 	$	(57	)	 	$	4,024		
EBITDA	 	$	272		 	$	154		 	$	79		 	$	23		 	$	—		 	$	528		
Adjusted EBITDA	 	$	285		 	$	162		 	$	90		 	$	25		 	$	—		 	$	562		
Depreciation and amortization	 	$	54		 	$	48		 	$	18		 	$	11		 	$	—		 	$	131		
Operating income	 	$	218		 	$	106		 	$	61		 	$	12		 	$	—		 	$	397		
Equity income	 	$	3		 	$	—		 	$	—		 	$	5		 	$	—		 	$	8		
Net income attributable to noncontrolling interest	 	$	10		 	$	8		 	$	—		 	$	4		 	$	—		 	$	22		

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Table of Contents

	
																									
 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other (1)	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2012:	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,730		 	$	1,264		 	$	741		 	$	419		 	$	(62	)	 	$	4,092		
EBITDA	 	$	247		 	$	200		 	$	98		 	$	33		 	$	—		 	$	578		
Adjusted EBITDA	 	$	249		 	$	202		 	$	99		 	$	34		 	$	—		 	$	584		
Depreciation and amortization	 	$	36		 	$	44		 	$	22		 	$	12		 	$	—		 	$	114		
Operating income	 	$	211		 	$	156		 	$	76		 	$	21		 	$	—		 	$	464		
Equity income (loss)	 	$	3		 	$	1		 	$	—		 	$	1		 	$	(1	)	 	$	4		
Net income attributable to noncontrolling interest	 	$	8		 	$	9		 	$	—		 	$	4		 	$	—		 	$	21		

(1)	Eliminations and Other includes the elimination of inter-segment transactions.	
The reconciliation of Adjusted EBITDA to EBITDA includes restructuring and other acquisition-related costs. The reconciliation of Adjusted EBITDA to net income attributable to Delphi for the three months ended March 31, 2013 and 2012 are as follows: 

																									
 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2013:	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	285		 	$	162		 	$	90		 	$	25		 	$	—		 	$	562		
Restructuring	 	(11	)	 	(8	)	 	(11	)	 	(2	)	 	—		 	(32	)	
Other acquisition-related costs	 	(2	)	 	—		 	—		 	—		 	—		 	(2	)	
EBITDA	 	$	272		 	$	154		 	$	79		 	$	23		 	$	—		 	$	528		
Depreciation and amortization	 	(54	)	 	(48	)	 	(18	)	 	(11	)	 	—		 	(131	)	
Operating income	 	$	218		 	$	106		 	$	61		 	$	12		 	$	—		 	397		
Interest expense	 	 	 	 	 	 	 	 	 	 	 	(36	)	
Other expense, net	 	 	 	 	 	 	 	 	 	 	 	(34	)	
Income before income taxes and equity income	 	 	 	 	 	 	 	 	 	 	 	327		
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	(37	)	
Equity income, net of tax	 	 	 	 	 	 	 	 	 	 	 	8		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	298		
Net income attributable to noncontrolling interest	 	 	 	 	 	 	 	 	 	 	 	22		
Net income attributable to Delphi	 	 	 	 	 	 	 	 	 	 	 	$	276		

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 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2012:	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	249		 	$	202		 	$	99		 	$	34		 	$	—		 	$	584		
Restructuring	 	(2	)	 	(2	)	 	(1	)	 	(1	)	 	—		 	(6	)	
EBITDA	 	$	247		 	$	200		 	$	98		 	$	33		 	$	—		 	$	578		
Depreciation and amortization	 	(36	)	 	(44	)	 	(22	)	 	(12	)	 	—		 	(114	)	
Operating income	 	$	211		 	$	156		 	$	76		 	$	21		 	$	—		 	464		
Interest expense	 	 	 	 	 	 	 	 	 	 	 	(35	)	
Other income, net	 	 	 	 	 	 	 	 	 	 	 	7		
Income before income taxes and equity income	 	 	 	 	 	 	 	 	 	 	 	436		
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	(77	)	
Equity income, net of tax	 	 	 	 	 	 	 	 	 	 	 	4		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	363		
Net income attributable to noncontrolling interest	 	 	 	 	 	 	 	 	 	 	 	21		
Net income attributable to Delphi	 	 	 	 	 	 	 	 	 	 	 	$	342		

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Delphi Automotive PLC (“Delphi,” the “Company,” “we,” “us” and “our”), 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, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global economic conditions, including conditions affecting the credit market; the cyclical nature of automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material integral to the Company’s products; the Company’s ability to maintain contracts that are critical to its operations; the ability of the Company to integrate and realize the benefits of recent acquisitions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers, and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and A nalysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2012. 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. Delphi disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future ev ents and/or otherwise, except as may be required by law.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the three months ended March 31, 2013 . This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in seven sections:

•	Executive Overview	

•	Consolidated Results of Operations	

•	Results of Operations by Segment	

•	Liquidity and Capital Resources	

•	Off-Balance Sheet Arrangements and Other Matters	

•	Significant Accounting Policies and Critical Accounting Estimates	

•	Recently Issued Accounting Pronouncements	
Within the MD&A, “Delphi,” the “Company,” “we,” “us” and “our” refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May 19, 2011, together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales which was formed on August 19, 2009 for the purpose of acquiring certain assets and subsidiaries of the former Delphi Corporation, and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company’s initial public offering on November 22, 2011.
Executive Overview
Our Business
We are a leading global vehicle components manufacturer and provide electrical and electronic, powertrain, safety and thermal technology solutions to the global automotive and commercial vehicle markets. We are one of the largest vehicle component manufacturers and our customers include all 25 of the largest automotive original equipment manufacturers (“OEMs”) in the world.
Delphi's total net sales during the three months ended March 31, 2013 were $4.0 billion , a 2% decrease compared to the same period of 2012. In Europe, economic uncertainties continue to persist, resulting in a reduction in consumer demand for vehicles and further reductions in OEM vehicle production schedules, as well as reduced vehicle content, which in turn adversely affects sales and our results of operations. Although our sales in Europe reflect these continued weak business conditions, and declined 11% in the three months ended March 31, 2013 , our overall lean cost structure along with above-market sales growth in the Asia Pacific region, specifically China, as well as incremental sales as a result of the Motorized Vehicle Division (“MVL”) Acquisition in October 2012, enabled us to maintain strong gross margins consistent with the prior year period.
In light of the continued economic uncertainties, particularly in Europe, and as part of our continued efforts to optimize our industry leading cost structure and increase shareholder value, we initiated and committed to approximately $75 million of further restructuring actions, primarily in Europe, during the three months ended March 31, 2013 . These restructuring initiatives are in addition to approximately $300 million of restructuring programs initiated during the fourth quarter of 2012, bringing the overall commitments of Delphi's restructuring programs to approximately $375 million. Approximately 80% of the overall restructuring actions are in Europe, and are expected to be substantially completed by early 2014. Approximately $170 million of the total was recognized in the fourth quarter of 2012, with an additional $32 million recognized in the three months ended March 31, 2013 . While we continue to operate in a cyclical industry that is impacted by movements in the global economy, we believe our strong balance sheet coupled with our flexible cost structure will position us to capitalize on any strengthening of the global economy and improvements in OEM production volumes.
Trends, Uncertainties and Opportunities
Rate of economic recovery . Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including economic conditions. Although global automotive vehicle production increased approximately 6% from 2011 to 2012 and is expected to increase by an additional 2% in 2013, economic uncertainties persist in Europe, resulting in reduced consumer demand for vehicles and a decrease in vehicle production in Europe of 5% from 2011 to 2012 with an additional decline of 4% expected from 2012 to 2013. Continued economic weakness in Europe or weakness in North America or Asia could result in a significant reduction in automotive sales and production by our customers, which would have an adverse effect on our business, results of operations and financial

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condition. Additionally, volatility in oil and gasoline prices negatively impacts consumer confidence and automotive sales, as well as the mix of future sales (from trucks and sport utility vehicles toward smaller, fuel-efficient passenger cars). While our diversified customer and geographic revenue base have well positioned us to withstand the impact of industry downturns and benefit from industry upturns, shifts to vehicles with less content would adversely impact our profitability.
Emerging markets growth . Rising income levels in the emerging markets of China, Brazil, India and Russia, are resulting in stronger growth rates in these markets. Our strong global presence and presence in these markets have positioned us to experience above-market growth rates. We continue to expand our established presence in emerging markets, positioning us to benefit from the expected growth opportunities in these regions. We are capitalizing on our long-standing relationships with the global OEMs and further enhancing our positions with the emerging market OEMs to continue expanding our worldwide leadership. We continue to build upon our extensive geographic reach to capitalize on fast-growing automotive markets, including China, Brazil, India and Russia. We believe that our presence in low cost countries positions us to realize incremental margin improvements as the global balance of automotive production shifts towards the emerging markets.
We have a strong presence in China, where we have operated for nearly 20 years. All of our business segments have operations and sales in China. As a result, we have well-established relationships with all of the major OEMs in China. We generated approximately $2.3 billion in revenue from China in 2012. With only 22 of our 33 offered products locally manufactured in 2012, we believe we have the opportunity to expand additional product lines into China, and as a result, we see further growth potential.
Market driven products . Our product offerings satisfy the OEMs’ need to meet increasingly stringent government regulations and meet consumer preferences for products that address the mega-trends of Safe, Green and Connected, leading to increased content per vehicle, greater profitability and higher margins. With these offerings, we believe we are well-positioned to benefit from the growing demand for vehicle content related to safety, fuel efficiency, emissions control and connectivity to the global information network. Our Electrical/Electronic Architecture and Electronics and Safety segments are benefiting from the substantial increase in vehicle content and electrification requiring a complex and reliable electrical architecture and systems to operate, such as hybrid power electronics, electrical vehicle monitoring, lane departure warning systems, integrated electronic displays, navigation systems and consumer electronics. Our ability to design a reliable electrical architecture that optimizes power distribution and/or consumption is key to satisfying the OEMs’ need to reduce emissions while continuing to meet the demands of consumers. Additionally, our Powertrain Systems and Thermal Systems segments are also focused on addressing the demand for increased fuel efficiency and emission control by improving fuel consumption and heat dissipation, which are principal factors influencing fuel efficiency and emissions.
Global capabilities . Many OEMs are adopting global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs are selecting suppliers that have the capability to manufacture products on a worldwide basis, as well as the flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities, are best positioned to benefit from this trend. Our global footprint enables us to serve the global OEMs on a worldwide basis as we gain market share with the emerging market OEMs. This regional model has largely migrated to service the North American market out of Mexico, the South American market out of Brazil, the European market out of Eastern Europe and North Africa and the Asia Pacific market out of China.
Product development . The automotive component supply industry is highly competitive, both domestically and internationally. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely and cost competitive basis will be a significant factor in our ability to remain competitive. To compete effectively in the automotive supply industry, we must be able to launch new products to meet our customers’ demands in a timely manner. Our innovative technologies and robust global engineering and development capabilities have well positioned us to meet the increasingly stringent vehicle manufacturer demands.
OEMs are increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs. As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers. Suppliers that can provide fully-engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.
Engineering, design & development . Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We have a team of more than 18,000 scientists, engineers and technicians as of December 31, 2012 focused on developing leading product solutions for our key markets, located at 15 major technical centers in Brazil, China, France, Germany, India, Luxembourg, Mexico, Poland, South Korea, the United Kingdom and the United States. We invest approximately $1.6 billion (which includes approximately $400 million of co-investment by customers and government agencies) annually in research and development, including engineering, to maintain our portfolio of innovative products, and owned/held approximately 7,000 patents and protective rights as of December 31, 2012. We also encourage “open innovation”

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and collaborate extensively with peers in the industry, government agencies and academic institutions. Our technology competencies are recognized by both customers and government agencies, who have co-invested approximately $400 million annually in new product development, accelerating the pace of innovation and reducing the risk associated with successful commercialization of technological breakthroughs.
In the past, suppliers often incurred the initial cost of engineering, designing and developing automotive component parts, and recovered their investments over time by including a cost recovery component in the price of each part based on expected volumes. Recently, we and many other suppliers have negotiated for cost recovery payments independent of volumes. This trend reduces our economic risk.
Pricing . Cost-cutting initiatives adopted by our customers result in increased downward pressure on pricing. Our customer supply agreements generally require step-downs in component pricing over the periods of production and OEMs have historically possessed significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive OEMs. Our profitability depends in part on our ability to generate sufficient production cost savings in the future to offset price reductions.
We are focused on maintaining a low fixed cost structure that provides us flexibility to remain profitable despite decreases in industry volumes and at all points of the traditional vehicle industry production cycle. We believe that our lean cost structure will allow us to remain profitable at all points of the traditional vehicle industry production cycle. As a result, approximately 92% of our hourly workforce is located in low cost countries. Furthermore, we have substantial operational flexibility by leveraging a large workforce of temporary workers, which represented approximately 28% of the hourly workforce as of March 31, 2013 . However, we will continue to adjust our cost structure and manufacturing footprint in response to continued economic uncertainties, as evidenced by the restructuring activities, including the actions related to the integration of MVL, we initiated in the fourth quarter of 2012 and continued in the first quarter of 2013, particularly in Europe, totaling approximately $375 million through early 2014. Assuming constant product mix and pricing, and based on our 2012 results, we estimate that our net income before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense and equity income, net of tax (“EBITDA”) breakeven level would be reached if we experienced a 36% downturn to current product volumes.
We have a strong balance sheet with gross debt of approximately $2.5 billion and substantial liquidity of approximately $2.3 billion of cash and cash equivalents and available financing under our Revolving Credit Facility (as defined below in Liquidity and Capital Resources) as of March 31, 2013 , and no significant U.S. defined benefit or workforce postretirement health care benefits and employer-paid postretirement basic life insurance benefits (“OPEB”) liabilities. We intend to maintain strong financial discipline targeting industry-leading earnings growth, cash flow generation and return on invested capital and to maintain sufficient liquidity to sustain our financial flexibility throughout the industry cycle.
Efficient use of capital . The global vehicle components industry is generally capital intensive and a portion of a supplier’s capital equipment is frequently utilized for specific customer programs. Lead times for procurement of capital equipment are long and typically exceed start of production by one to two years. Substantial advantages exist for suppliers that can leverage their prior investments in capital equipment or amortize the investment over higher volume global customer programs.
Industry consolidation . Consolidation among worldwide suppliers is expected to continue as suppliers seek to achieve operating synergies and value stream efficiencies, acquire complementary technologies, and build stronger customer relationships as OEMs continue to expand globally. We believe companies with strong balance sheets and financial discipline are in the best position to take advantage of the industry consolidation trend.
On October 26, 2012, we completed the acquisition of FCI Group's (“FCI”) MVL. MVL is a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications. We believe this transaction enhances our position as a leading supplier of automotive electrical/electronic architecture, expands our portfolio of high-growth electronic connectors, further strengthens our premier customer base, enhances our footprint in fast-growing markets, provides significant opportunity to accelerate long-term sales and earnings growth and delivers significant synergies which are expected to expand EBITDA margins. We are integrating MVL into our Electrical/Electronic Architecture segment. Given the timing of the acquisition it is not fully reflected in our 2012 results and impacts comparability to 2013 results.
Consolidated Results of Operations
Delphi typically experiences fluctuations in revenue due to changes in OEM production schedules, vehicle sales mix and the net of new and lost business (which we refer to collectively as volume), increased prices attributable to escalation clauses in our supply contracts for recovery of increased commodity costs (which we refer to as commodity pass-through), fluctuations in foreign currency exchange rates (which we refer to as FX), contractual reductions of the sales price to the OEM (which we refer to as contractual price reductions) and engineering changes. Changes in sales mix can have either favorable or unfavorable impacts on revenue. Such changes can be the result of shifts in regional growth, shifts in OEM sales demand, as

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well as shifts in consumer demand related to vehicle segment purchases and content penetration. For instance, a shift in sales demand favoring a particular OEM’s vehicle model for which we do not have a supply contract may negatively impact our revenue. A shift in regional sales demand toward certain markets could favorably impact the sales of those of our customers that have a large market share in those regions, which in turn would be expected to have a favorable impact on our revenue.
We typically experience (as described below) fluctuations in operating income due to:

•	Volume, net of contractual price reductions—changes in volume offset by contractual price reductions (which typically range from 1% to 3% of net sales) and changes in mix;	

•	Operational performance—changes to costs for materials and commodities or manufacturing variances; and	

•	Other—including restructuring costs and any remaining variances not included in Volume, net of contractual price reductions or Operational performance.	
The automotive component supply industry is subject to inflationary pressures with respect to raw materials and labor which have placed and will continue to place operational and profitability burdens on the entire supply chain. We will continue to work with our customers and suppliers to mitigate the impact of these inflationary pressures in the future. In addition, we expect commodity cost volatility, particularly related to copper, aluminum and petroleum-based resin products, to have a continual impact on future earnings and/or operating cash flows. As such, we continually seek to mitigate both inflationary pressures and our material-related cost exposures using a number of approaches, including combining purchase requirements with customers and/or other suppliers, using alternate suppliers or product designs, negotiating cost reductions and/or commodity cost contract escalation clauses into our vehicle manufacturer supply contracts, and hedging.
Three Months Ended March 31, 2013 versus Three Months Ended March 31, 2012
The results of operations for the three months ended March 31, 2013 and 2012 were as follows: 

														
 	Three Months Ended March 31,	
 	2013	 	2012	 	Favorable/
(unfavorable)	
 	(dollars in millions)	
Net sales	$	4,024		 	$	4,092		 	$	(68	)	
Cost of sales	3,339		 	3,373		 	34		
Gross margin	685		17.0	%	719		17.6	%	(34	)	
Selling, general and administrative	230		 	228		 	(2	)	
Amortization	26		 	21		 	(5	)	
Restructuring	32		 	6		 	(26	)	
Operating income	397		 	464		 	(67	)	
Interest expense	(36	)	 	(35	)	 	(1	)	
Other (expense) income, net	(34	)	 	7		 	(41	)	
Income before income taxes and equity income	327		 	436		 	(109	)	
Income tax expense	(37	)	 	(77	)	 	40		
Income before equity income	290		 	359		 	(69	)	
Equity income, net of tax	8		 	4		 	4		
Net income	298		 	363		 	(65	)	
Net income attributable to noncontrolling interest	22		 	21		 	1		
Net income attributable to Delphi	$	276		 	$	342		 	$	(66	)	

Total Net Sales
Below is a summary of our total net sales for the three months ended March 31, 2013 versus March 31, 2012 .

																																		
 	 	Three Months Ended March 31,	 	 	Variance Due To:	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	 	 	Volume, net of
contractual
price
reductions	 	FX	 	Commodity
pass-
through	 	Other	 	Total	
 	 	(in millions)	 	 	(in millions)	
Total net sales	 	$	4,024		 	$	4,092		 	$	(68	)	 	 	$	(261	)	 	$	(17	)	 	$	3		 	$	207		 	$	(68	)	

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Total net sales for the three months ended March 31, 2013 decreased 2% compared to the three months ended March 31, 2012 . Volumes decreased 5%, primarily as a result of continued OEM production volume reductions in Europe, but were partially offset in Other above by increased sales resulting primarily from the acquisition of MVL in October 2012, net of other divestitures, of approximately $208 million.

Operating Results
The information below summarizes the operating results for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 .

Cost of Sales
Cost of sales is primarily comprised of material, labor, manufacturing overhead, freight, fluctuations in foreign currency exchange rates, product engineering, design and development expenses, depreciation and amortization, warranty costs and other operating expenses. Gross margin is revenue less cost of sales and gross margin percentage is gross margin as a percent of net sales.
Cost of sales decreased $34 million for the three months ended March 31, 2013 compared to the three months ended March 31, 2012 , as summarized below.

																																		
 	 	Three Months Ended March 31,	 	 	Variance Due To:	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	 	 	Volume (a)	 	FX	 	Operational
performance	 	Other	 	Total	
 	 	(dollars in millions)	 	 	(in millions)	
Cost of sales	 	$	3,339		 	$	3,373		 	$	34		 	 	$	109		 	$	9		 	$	61		 	$	(145	)	 	$	34		
Gross margin	 	$	685		 	$	719		 	$	(34	)	 	 	$	(152	)	 	$	(8	)	 	$	61		 	$	65		 	$	(34	)	
Percentage of net sales	 	17.0	%	 	17.6	%	 	 	 	 	 	 	 	 	 	 	 	 	 	

(a)	Presented net of contractual price reductions for gross margin variance.	

The decrease in cost of sales reflects favorable currency impacts resulting from fluctuations in foreign currency exchange rates, operational performance and the following items in Other above:

•	Increased costs of approximately $154 million resulting primarily from the acquisition of MVL in October 2012, net of other divestitures.	

Selling, General and Administrative Expense

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(dollars in millions)	
Selling, general and administrative expense	 	$	230		 	$	228		 	$	(2	)	
Percentage of net sales	 	5.7	%	 	5.6	%	 	 	

Selling, general and administrative expense (“SG&A”) includes administrative expenses, information technology costs and incentive compensation related costs, and remained essentially flat as a percent of sales during the three months ended March 31, 2013 compared to 2012 due to a reduction in accruals for incentive compensation, offset by costs from the acquisition of MVL in October 2012.

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Amortization  

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(in millions)	
Amortization	 	$	26		 	$	21		 	$	(5	)	

Amortization expense reflects the non-cash charge related to definite-lived intangible assets. The increase in amortization during the three months ended March 31, 2013 compared to 2012 resulted primarily from the acquisition of MVL in October 2012. In 2013, we expect to incur incremental, non-cash amortization charges of approximately $20 million, primarily as a result of the MVL acquisition.

Restructuring  

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(dollars in millions)	
Restructuring	 	$	32		 	$	6		 	$	(26	)	
Percentage of net sales	 	0.8	%	 	0.1	%	 	 	
The increase in restructuring expense is due to the initiation of various restructuring actions, primarily in Europe, in response to lower OEM production volumes in Europe and continued economic uncertainties. The restructuring actions include workforce reductions, as well as plant closures, and are expected to be substantially completed by early 2014.
Refer to Note 7. Restructuring to the consolidated financial statements for additional information.

Interest Expense

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(in millions)	
Interest expense	 	$	36		 	$	35		 	$	(1	)	

Interest expense for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 was essentially flat.
Refer to Note 8. Debt, to the consolidated financial statements for additional information.

Other Income, net

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(in millions)	
Other (expense) income, net	 	$	(34	)	 	$	7		 	$	(41	)	

The decrease in other income, net is a result of Delphi amending its Credit Agreement and repaying the entire balance of the Tranche B Term Loan from the Original Credit Agreement, resulting in a loss on extinguishment of debt of $39 million .

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Refer to Note 15. Other income, net and Note 8. Debt to the consolidated financial statements included herein for additional information.

Income Taxes

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(in millions)	
Income tax expense	 	$	37		 	$	77		 	$	40		

The Company’s tax rate is affected by the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, jurisdictions with a statutory tax rate less than the U.S. rate of 35% and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company's geographic income mix was favorably impacted in 2013 , as compared to 2012 , primarily due to underlying business results and tax planning initiatives.
The effective tax rate was 11% and 18% for the three months ended March 31, 2013 and 2012 , respectively. The American Taxpayer Relief Act of 2012 was enacted on January 2, 2013 which retroactively reinstates expired tax provisions known as tax extenders including the research and development tax credit. The income tax accounting effect, including any retroactive effect, of a tax law change is accounted for in the period of enactment, which in this case is the first quarter of 2013. As a result, the effective tax rate for the three months ended March 31, 2013 was impacted by a benefit of approximately $22 million related to the 2012 research and development credit. The effective tax rate in the three months ended March 31, 2012 was impacted by a reduction of $22 million in tax reserves due to resolution of open issues with tax authorities and a reduction of $11 million in withholding tax expense due to tax planning actions.

Equity Income

													
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	
 	 	(in millions)	
Equity income, net of tax	 	$	8		 	$	4		 	$	4		

Equity income, net of tax reflects Delphi’s interest in the results of ongoing operations of entities accounted for as equity-method investments. Equity income increased during the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 primarily due to improved performance of our Korean joint ventures.
Results of Operations by Segment
We operate our core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:

•	Electrical/Electronic Architecture, which includes complete electrical architecture and component products.	

•	Powertrain Systems, which includes extensive systems integration expertise in gasoline, diesel and fuel handling and full end-to-end systems including fuel injection, combustion, electronics controls, exhaust handling, test and validation capabilities, diesel and automotive aftermarket, and original equipment service.	

•	Electronics and Safety, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, as well as advanced development of software.	

•	Thermal Systems, which includes heating, ventilating and air conditioning systems, components for multiple transportation and other adjacent markets, and powertrain cooling and related technologies.	

•	Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.	

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Through December 31, 2012, we evaluated performance based on stand-alone segment EBITDA and accounted for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Our management believed that EBITDA was a meaningful measure of performance and it was used by management to analyze Company and stand-alone segment operating performance. Management also used EBITDA for planning and forecasting purposes. Effective January 1, 2013, our management began utilizing segment Adjusted EBITDA as a key performance measure because of our significant restructuring and other acquisition-related costs. Segment Adjusted EBITDA and EBITDA should not be considered substitutes for results prepared in accordance with U.S. GAAP and should not be considered alternatives to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted EBITDA and EBITDA that is in accordance with U.S. GAAP. Segment Adjusted EBITDA and EBITDA, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
The reconciliation of Adjusted EBITDA to EBITDA includes restructuring and other acquisition-related costs. The reconciliation of Adjusted EBITDA to net income attributable to Delphi for the three months ended March 31, 2013 and 2012 are as follows: 

																									
 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2013:	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	285		 	$	162		 	$	90		 	$	25		 	$	—		 	$	562		
Restructuring	 	(11	)	 	(8	)	 	(11	)	 	(2	)	 	—		 	(32	)	
Other acquisition-related costs	 	(2	)	 	—		 	—		 	—		 	—		 	(2	)	
EBITDA	 	$	272		 	$	154		 	$	79		 	$	23		 	$	—		 	$	528		
Depreciation and amortization	 	(54	)	 	(48	)	 	(18	)	 	(11	)	 	—		 	(131	)	
Operating income	 	$	218		 	$	106		 	$	61		 	$	12		 	$	—		 	397		
Interest expense	 	 	 	 	 	 	 	 	 	 	 	(36	)	
Other expense, net	 	 	 	 	 	 	 	 	 	 	 	(34	)	
Income before income taxes and equity income	 	 	 	 	 	 	 	 	 	 	 	327		
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	(37	)	
Equity income, net of tax	 	 	 	 	 	 	 	 	 	 	 	8		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	298		
Net income attributable to noncontrolling interest	 	 	 	 	 	 	 	 	 	 	 	22		
Net income attributable to Delphi	 	 	 	 	 	 	 	 	 	 	 	$	276		

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 	 	Electrical/
Electronic
Architecture	 	Powertrain
Systems	 	Electronics
and Safety	 	Thermal
Systems	 	Eliminations
and Other	 	Total	
 	 	(in millions)	
For the Three Months Ended March 31, 2012:	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	249		 	$	202		 	$	99		 	$	34		 	$	—		 	$	584		
Restructuring	 	(2	)	 	(2	)	 	(1	)	 	(1	)	 	—		 	(6	)	
EBITDA	 	$	247		 	$	200		 	$	98		 	$	33		 	$	—		 	$	578		
Depreciation and amortization	 	(36	)	 	(44	)	 	(22	)	 	(12	)	 	—		 	(114	)	
Operating income	 	$	211		 	$	156		 	$	76		 	$	21		 	$	—		 	464		
Interest expense	 	 	 	 	 	 	 	 	 	 	 	(35	)	
Other income, net	 	 	 	 	 	 	 	 	 	 	 	7		
Income before income taxes and equity income	 	 	 	 	 	 	 	 	 	 	 	436		
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	(77	)	
Equity income, net of tax	 	 	 	 	 	 	 	 	 	 	 	4		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	363		
Net income attributable to noncontrolling interest	 	 	 	 	 	 	 	 	 	 	 	21		
Net income attributable to Delphi	 	 	 	 	 	 	 	 	 	 	 	$	342		
Net sales, gross margin as a percentage of net sales and Adjusted EBITDA by segment for the three months ended March 31, 2013 and 2012 are as follows:
Net Sales by Segment

																																		
 	 	Three Months Ended March 31,	 	 	Variance Due To:	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	 	 	Volume, net of
contractual
price
reductions	 	FX	 	Commodity
Pass-through	 	Other	 	Total	
 	 	(in millions)	 	 	(in millions)	
Electrical/Electronic Architecture	 	$	1,921		 	$	1,730		 	$	191		 	 	$	(24	)	 	$	(11	)	 	$	3		 	$	223		 	$	191		
Powertrain Systems	 	1,107		 	1,264		 	(157	)	 	 	(152	)	 	(4	)	 	—		 	(1	)	 	(157	)	
Electronics and Safety	 	693		 	741		 	(48	)	 	 	(50	)	 	2		 	—		 	—		 	(48	)	
Thermal Systems	 	360		 	419		 	(59	)	 	 	(34	)	 	(4	)	 	—		 	(21	)	 	(59	)	
Eliminations and Other	 	(57	)	 	(62	)	 	5		 	 	(1	)	 	—		 	—		 	6		 	5		
Total	 	$	4,024		 	$	4,092		 	$	(68	)	 	 	$	(261	)	 	$	(17	)	 	$	3		 	$	207		 	$	(68	)	
Included in Other above are increased sales of approximately $208 million related to the net impact of acquisitions and divestitures.
Gross Margin Percentage by Segment

							
 	 	Three Months Ended March 31,	
 	 	2013	 	2012	
Electrical/Electronic Architecture	 	17.8	%	 	17.6	%	
Powertrain Systems	 	18.0	%	 	19.6	%	
Electronics and Safety	 	16.0	%	 	16.3	%	
Thermal Systems	 	9.2	%	 	11.0	%	
Eliminations and Other	 	—	%	 	—	%	
Total	 	17.0	%	 	17.6	%	

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Adjusted EBITDA by Segment

																														
 	 	Three Months Ended March 31,	 	 	Variance Due To:	
 	 	2013	 	2012	 	Favorable/
(unfavorable)	 	 	Volume, net of
contractual
price
reductions	 	Operational
performance	 	Other	 	Total	
 	 	(in millions)	 	 	(in millions)	
Electrical/Electronic Architecture	 	$	285		 	$	249		 	$	36		 	 	$	(31	)	 	$	25		 	$	42		 	$	36		
Powertrain Systems	 	162		 	202		 	(40	)	 	 	(74	)	 	10		 	24		 	(40	)	
Electronics and Safety	 	90		 	99		 	(9	)	 	 	(36	)	 	22		 	5		 	(9	)	
Thermal Systems	 	25		 	34		 	(9	)	 	 	(11	)	 	4		 	(2	)	 	(9	)	
Eliminations and Other	 	—		 	—		 	—		 	 	1		 	—		 	(1	)	 	—		
Total	 	$	562		 	$	584		 	$	(22	)	 	 	$	(151	)	 	$	61		 	$	68		 	$	(22	)	
As noted in the table above, Adjusted EBITDA for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 was impacted by volume and contractual price reductions including product mix and operational performance improvements, as well as the following items included in Other in the table above:

•	$7 million of decrease due to fluctuations in foreign currency exchange rates; and	

•	$48 million due to acquisitions/divestitures primarily related to the October 2012 MVL acquisition.	
Liquidity and Capital Resources
Overview of Capital Structure
Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements, operational restructuring activities, and dividends on share capital. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary, borrowings under available credit facilities. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments of existing indebtedness, strategic acquisitions, additional share repurchases, and/or general corporate purposes. We will also continually explore ways to enhance our capital structure.
As of March 31, 2013 , we had cash and cash equivalents of $0.8 billion and net debt (defined as outstanding debt less cash and cash equivalents) of $1.6 billion . We also have access to additional liquidity pursuant to the terms of the $1.5 billion Revolving Credit Facility as described below. We expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments, any mandatory payments required under the Credit Agreement as described below, and capital expenditures. We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies and to the terms of the Credit Agreement. Based on this, we believe we possess sufficient liquidity to fund our operations and capital investments in 2013 and beyond.
Share Repurchases and Dividends from Equity Investees
In January 2012, the Board of Directors authorized a share repurchase program of up to $300 million of ordinary shares. The program was scheduled to terminate on the earlier of December 31, 2012 or when the Company attained $300 million of ordinary share repurchases, which was fully satisfied in September 2012. Subsequently, in September 2012, the Board of Directors authorized a new share repurchase program of up to $750 million of ordinary shares. This program will terminate when the Company attains $750 million of ordinary shares repurchases and provides for share repurchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. During the three months ended March 31, 2013 , Delphi repurchased 2,850,000 shares at an average price of $42.79 , which totaled approximately $122 million . Approximately $525 million of share repurchases remain available under the program adopted in September 2012. All repurchased shares were retired.
During the three months ended March 31, 2013, Delphi received a dividend of $9 million from one of its equity method investments. The dividend was recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities. During the three months ended March 31, 2012 , Delphi received a dividend of $62 million from another one of its equity method investments. The dividend was recognized as a reduction to the investment with $25 million representing a return on investment included in cash flows from operating activities and $37 million representing a return of capital investment and included in cash flows from investing activities.

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Dividends to Holders of Ordinary Shares
On February 26, 2013, the 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. In addition, in April 2013, the Board of Directors declared a quarterly cash dividend of $0.17 per ordinary share, payable on May 30, 2013 to shareholders of record at the close of business on May 15, 2013.
Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation (the “Issuer”), a wholly-owned U.S. subsidiary of Delphi Automotive LLP, 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 (the “Original Credit Agreement”). The Original Credit Agreement was amended and restated on each of May 17, 2011, September 14, 2012 (as so amended and restated, the “2012 Credit Agreement”) and March 1, 2013. (The Original Credit Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to herein as the “Credit Agreement”). The Original Credit Agreement provided for a senior secured 5-year term loan in an original amount of $258 million (the “Original Tranche A Term Loan” and, as subsequently modified from time to time, the “Tranche A Term Loan”), a senior secured 6-year term loan in an original amount of $950 million (the “Tranche B Term Loan”), and a $500 million revolving credit facility (as subsequently modified from time to time, the “Revolving Credit Facility”). Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility to $1.3 billion and the Original Tranche A Term Loan to $574 million . As a result of prior payments on the Tranche A Term Loan, the Company received incremental proceeds of $363 million under the 2012 Credit Agreement, which was used to pay a portion of the cost of acquiring MVL. On March 1, 2013, following the senior unsecured note issuance in February 2013 (as more fully described below), the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million , the Revolving Credit Facility was increased to $1.5 billion , and the terms of the Tranche A Term Loan and the Revolving Credit Facility were extended to March 1, 2018. These resulted in the recognition of a loss on debt extinguishment of $39 million during the three months ended March 31, 2013 . Approximately $14 million in issuance costs were paid in conjunction with the March 2013 amendment. Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $32 million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At March 31, 2013 the Revolving Credit Facility was undrawn and Delphi had approximately $11 million in letters of credit issued under the Credit Agreement. The maximum amount drawn under the Revolving Credit Facility during the three months ended March 31, 2013 to manage intra-month working capital needs was $185 million. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at the Issuer’s option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (“Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Tranche B Term Loan had a LIBOR floor of 1.00% . A comparison of the Applicable Rates under the 2012 Credit Agreement and current Credit Agreement is set forth below: 

												
 	Credit Agreement (March 31, 2013)	 	2012 Credit Agreement (December 31, 2012)	
 	LIBOR plus	 	ABR plus	 	LIBOR plus	 	ABR plus	
Revolving Credit Facility	1.50	%	 	0.50	%	 	2.00	%	 	1.00	%	
Tranche A Term Loan	1.50	%	 	0.50	%	 	2.00	%	 	1.00	%	
Tranche B Term Loan	N/A		 	N/A		 	2.50	%	 	1.50	%	
The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit ratings with the minimum interest level of 1.00% and maximum level of 2.25% . Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in our corporate credit ratings. The Credit Agreement also requires that the Issuer pay certain commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three-, or six-months as selected by the Issuer in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly. The Issuer may elect to change the selected interest rate in accordance with the provisions of the Credit Agreement. As of March 31, 2013 , the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of March 31, 2013 were based on Delphi’s

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current credit rating and applicable margin for the Credit Agreement: 

												
 	 	 	 	Borrowings as of	 	Rates effective as of	 	
 	 	LIBOR plus	 	March 31, 2013	 	March 31, 2013	 	
Revolving Credit Facility	 	1.50	%	 	$	—		 	—	%	 	
Tranche A Term Loan	 	1.50	%	 	575		 	1.75	%	 	
The Issuer is obligated to make quarterly principal payments throughout the term of the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. This also applied to the Tranche B Term Loan prior to its payoff in March 2013. Borrowings under the Credit Agreement are prepayable at the Issuer's option without premium or penalty. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company receives net cash proceeds from any asset sale or casualty event. No mandatory prepayments, under these provisions, have been made or are due through March 31, 2013 .
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur additional indebtedness or liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company’s equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0 . The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of March 31, 2013 . At any time that Delphi Automotive PLC and Delphi Corporation have received investment grade credit ratings as specified in the Credit Agreement and other conditions in the Credit Agreement are met, all security interests on the collateral will be released, subject to potential reinstatement if the investment grade condition ceases to be satisfied. In addition, certain covenants shall not apply after Delphi Automotive PLC and Delphi Corporation have received investment grade credit ratings as specified in the Credit Agreement and no default has occurred or is continuing, provided that such covenants may be reinstated if the investment grade condition ceases to be satisfied.
All obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies and by certain of Delphi Automotive PLC’s existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Credit Agreement. All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation’s direct and indirect parent companies.
Senior Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 and $500 million of 6.125% senior unsecured notes due 2021 (the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). Delphi paid approximately $23 million of debt issuance costs in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Original Credit Agreement. In May 2012, Delphi Corporation exchanged all of the 2011 Senior Notes for registered notes (“New Senior Notes”) with terms identical in all material respects to the terms of the 2011 Senior Notes, except that the New Senior Notes are registered under the Securities Act, and the transfer restrictions and registration rights relating to the 2011 Senior Notes no longer apply. No proceeds were received by Delphi Corporation as a result of the exchange. Interest is payable semi-annually on May 15 and November 15 of each year to holders of record at the close of business on May 1 or November 1 immediately preceding the interest payment date.
The indenture governing the New Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates and merge with or into other entities. As of March 31, 2013 , the Company was in compliance with the provisions of the New Senior Notes.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013 Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term loan indebtedness under our 2012 Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date.
The indenture governing the 2013 Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of March 31, 2013 , the Company was in compliance with the provisions of the 2013 Senior Notes.

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The senior notes are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and certain of its existing and future subsidiaries.
Other Financing
Accounts receivable factoring —Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt. These uncommitted factoring facilities are available through various financial institutions. As of March 31, 2013 and December 31, 2012 , $17 million and $19 million , respectively, were outstanding under these accounts receivable factoring facilities.
Capital leases and other —As of March 31, 2013 and December 31, 2012 , approximately $86 million and approximately $106 million , respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding.
U.S. Federal Government Programs —Delphi has numerous technology and manufacturing development programs that are competitively awarded from agencies of the U.S. Federal Government. These programs are from the U.S. Department of Transportation (“DOT”), the U.S. Department of Energy (“DOE”), and the U.S. Department of Defense (“DoD”). We received approximately $3 million from these Federal agencies in the three months ended March 31, 2013 for work performed. These programs supplement our internal research and development funds and directly support our product focus of Safe, Green and Connected. During the three months ended March 31, 2013 , we continued to pursue many technology development programs by bidding on competitively procured programs from DOT, DOE and DoD. Some of these programs were bid with us being the lead or “Prime Contractor”, and some were bid with us as a “Subrecipient” to the Prime Contractor.
Warranty settlement —On April 30, 2011, we paid €90 million (approximately $133 million at April 30, 2011 exchange rates) under the terms of a March 2011 warranty settlement. In April 2012, we made the final scheduled payment of €60 million (approximately $80 million at April 30, 2012 exchange rates) related to this matter.
Cash Flows
Intra-month cash flow cycles vary by region, but in general we are users of cash through the first half of a typical month and we generate cash during the latter half of a typical month. Due to this cycle of cash flows, we may utilize short-term financing, including our Revolving Credit Facility and European facilities, to manage our intra-month working capital needs. Our cash balance typically peaks at month end.
Cash in the U.S. is primarily managed centrally through a U.S. cash pooling arrangement and cash in Europe is primarily managed centrally through a European cash pooling arrangement. Outside the U.S. and Europe, cash may be managed through a country cash pool, a self-managed cash flow arrangement or a combination of the two depending on our presence in the respective country.
Operating Activities . Net cash provided by operating activities totaled $149 million and $293 million for the three months ended March 31, 2013 and 2012 , respectively. The $144 million decrease primarily reflects lower earnings and the timing of accrued amounts related to the VCP, the final amount of which was paid out in its entirety during the three months ended March 31, 2013 . Cash flow from operating activities for the three months ended March 31, 2013 consisted of net earnings of $298 million increased by $170 million for non-cash charges for depreciation and amortization and extinguishment of debt, partially offset by $352 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flow from operating activities for the three months ended March 31, 2012 consisted of net earnings of $363 million increased by $114 million for non-cash charges for depreciation and amortization, partially offset by $231 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.
Investing Activities . Net cash used in investing activities totaled $205 million and $240 million for the years ended March 31, 2013 and 2012 , respectively. The decrease is primarily due to the decrease in capital expenditures of $47 million.
Financing Activities . Net cash used in financing activities totaled $216 million and $23 million for the three months ended March 31, 2013 and 2012 , respectively. The increase in net cash used in financing activities during the three months ended March 31, 2013 compared to the three months ended March 31, 2012 is primarily due to the use of $122 million of cash on hand to repurchase 2,850,000 ordinary shares and the $53 million payment of cash dividends on Delphi's ordinary shares. Additionally, the net proceeds of approximately $790 million received from the issuance of the 5.00% senior unsecured notes due in 2023 were used in conjunction with the amendment of the 2012 Credit Agreement to pay off in its entirety the $773 million of the Tranche B Term Loan.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Contingencies and Environmental Matters
The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 10. Commitments and Contingencies, to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Recently Issued Accounting Pronouncements
The information concerning recently issued accounting pronouncements contained in Note 2. Significant Accounting Policies, to the unaudited consolidated financial statements included in Part 1, Item 1 of this report is incorporated herein by reference.

Critical Accounting Estimates
There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2013 .

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information concerning our exposures to market risk as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934. The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance of achieving their objectives.
As of March 31, 2013 , the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, changes to the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting. As noted in our Annual Report on Form 10-K, management has excluded the acquired operations of the Motorized Vehicle Division of FCI (“MVL”) from its assessment of the effectiveness of the Company's internal control over financial reporting as MVL was acquired during the fourth quarter of 2012. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of March 31, 2013 .
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, breach of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters. For a description of

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risks related to various legal proceedings and claims, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2012. For a description of our outstanding material legal proceedings, see Note 10. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.

ITEM 1A. RISK FACTORS
There have been no material changes in risk factors for the Company in the period covered by this report. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A summary of our ordinary shares repurchased during the three months ended March 31, 2013 , is shown below: 

															
Period	 	Total Number of Shares Purchased (1)	 	Average Price Paid per Share (2)	 	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	 	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3)	
January 1, 2013 to January 31, 2013	 	—		 	$	—		 	—		 	$	647		
February 1, 2013 to February 28, 2013	 	—		 	—		 	—		 	647		
March 1, 2013 to March 31, 2013	 	2,850,000		 	42.79		 	2,850,000		 	525		
Total	 	2,850,000		 	42.79		 	2,850,000		 	 	

		
(1)	The total number of shares purchased under Board authorized plans are described below. The number of shares purchased excludes the 78,692 shares granted for vested RSUs during the three months ended March 31, 2013 that were withheld to cover withholding taxes.	

		
(2)	Excluding commissions.	

		
(3)	In September 2012, the Board of Directors authorized a share repurchase program of up to $750 million. This program follows the completion of $300 million of shares repurchased under the Company's previously announced share repurchase program that was approved by the Board of Directors and commenced in January 2012. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.	

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ITEM 5. OTHER INFORMATION
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Shareholders was held on April 25, 2013. The matters that were voted on at the meeting, and the final voting results as to each such matter, are set forth below.
1. The Company’s shareholders elected for one-year terms the eleven persons nominated for election as directors as set forth in the Company’s proxy statement dated March 11, 2013.

													
Nominee	 	For	 	Against	 	Abstain	 	Broker Non-Votes	
Gary L. Cowger	 	279,525,379		 	323,034		 	1,581,675		 	3,757,465		
Nicholas M. Donofrio	 	279,559,515		 	289,096		 	1,581,477		 	3,757,465		
Mark P. Frissora	 	276,698,761		 	3,149,850		 	1,581,477		 	3,757,465		
Rajiv L. Gupta	 	277,379,021		 	2,469,851		 	1,581,216		 	3,757,465		
John A. Krol	 	278,805,457		 	1,043,128		 	1,581,503		 	3,757,465		
J. Randall MacDonald	 	278,826,742		 	1,021,869		 	1,581,477		 	3,757,465		
Sean O. Mahoney	 	279,529,151		 	319,571		 	1,581,366		 	3,757,465		
Rodney O'Neal	 	279,265,291		 	583,453		 	1,581,344		 	3,757,465		
Thomas W. Sidlik	 	279,520,184		 	328,577		 	1,581,327		 	3,757,465		
Bernd Wiedemann	 	279,528,632		 	320,129		 	1,581,327		 	3,757,465		
Lawrence A. Zimmerman	 	278,142,363		 	1,705,873		 	1,581,852		 	3,757,465		

2. The Company's shareholders voted upon and approved the re-appointment of Ernst & Young LLP (“E&Y”) as the auditors of the Company, ratified the appointment of E&Y to serve as the Company's independent registered public accounting firm and authorized directors to determine the fees paid to E&Y.

					
For	 	Against	 	Abstain	
282,481,407	 	1,027,011	 	1,679,135	
There were no broker non-votes with respect to this proposal.

3. Advisory vote to approve the compensation of the Company’s named executive officers:

							
For	 	Against	 	Abstain	 	Broker Non-Votes	
277,964,536	 	1,822,971	 	1,642,109	 	3,757,937	

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ITEM 6.    EXHIBITS

			
Exhibit
Number	  	Description	
4.1	 	Senior Notes Indenture, dated as of February 14, 2013, among Delphi Corporation, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on February 14, 2013).	
4.2	 	Supplemental Indenture, dated as of February 14, 2013, among Delphi Corporation, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on February 14, 2013).	
10.1	  	Restatement Agreement to Amended and Restated Credit Agreement dated as of March 1, 2013, among Delphi Corporation, Delphi Automotive PLC, Delphi Automotive LLP, Delphi Automotive Holdings US Limited, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on March 1, 2013).	
10.2	  	Form of Officer RSU Award Agreement pursuant to the Delphi Automotive PLC Long Term Incentive Plan*+	
10.3	  	Form of CEO RSU Award Agreement pursuant to the Delphi Automotive PLC Long Term Incentive Plan*+	
10.4	  	Form of Officer RSU Award Agreement (including Continuity Incentive RSU Award) pursuant to the Delphi Automotive PLC Long Term Incentive Plan*+	
31.1	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*	
31.2	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*	
32.1	  	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*	
32.2	  	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*	
101.INS	  	XBRL Instance Document#	
101.SCH	  	XBRL Taxonomy Extension Schema Document#	
101.CAL	  	XBRL Taxonomy Extension Calculation Linkbase Document#	
101.DEF	  	XBRL Taxonomy Extension Definition Linkbase Document#	
101.LAB	  	XBRL Taxonomy Extension Label Linkbase Document#	
101.PRE	  	XBRL Taxonomy Extension Presentation Linkbase Document#	
* Filed herewith.
# Filed electronically with the Report.
+ Management contract or compensatory plan or arrangement

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

			
 	 	 	
 	 	DELPHI AUTOMOTIVE PLC	
 	 	
 	 	/s/ Kevin P. Clark	
 	 	By: Kevin P. Clark	
 	 	Executive Vice President and	
 	 	Chief Financial Officer	
Dated: May 1, 2013 

57

Exhibit 10.2

DELPHI AUTOMOTIVE PLC
LONG TERM INCENTIVE PLAN 

You have been granted a Restricted Stock Unit (“ RSU ”) award (this “ Award ”) on the following terms and subject to the provisions of Attachments A, Band C and the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”). Unless defined in this Award agreement (including Attachments A, B and C, this “ Agreement ”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail. Receipt of any Award under this Agreement is conditioned on execution of the Confidentiality and Noninterference Agreement included as Attachment D.

	
			
Participant	[Full name]
	
Number of Shares Underlying Award
	[•] Shares (the “ Target   RSU   Shares ”), which are comprised of:
(i) [•] Target RSU Shares that vest based on time (the “ Time-Based RSU Shares ”)
(ii) [•] Target RSU Shares that vest based on performance (the “ Performance-Based RSU Shares ”)	
Grant Date
	[•]	
 	 	
Vesting Schedule
(subject to Sections 3 and 4 of Attachment A)
	
Time-Based RSU Shares	Performance-Based RSU Shares	
One-third of the Time-Based RSU Shares will first vest on each of the first three anniversaries of the Grant Date (each, a “ Time-Based Vesting Date ”), as follows:
	The “ Performance Period ” will be from [•] to [•].

On the last day of the Performance Period (the “ Performance-Based Vesting Date ”), 0% to 200% of the Performance-Based RSU Shares will vest (any vested Performance-Based RSU Shares, the “ Earned   Performance-Based RSU Shares ”) based on the performance of certain metrics during the Performance Period in accordance with the formula set forth on Attachment B. Shares will be delivered as soon as practicable once the performance results are certified and approved by the Compensation and Human Resources Committee and in no event later than [•].	
[•]
[•]
[•]	[•]
[•]
[•]		

    

Attachment A

RSU Award Agreement
Terms and Conditions
 
Section 1. Grant of Award.  Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2. Vesting.

(a) Time-Based RSU Shares . Subject to Sections 3 and 4, one-third of the Time-Based RSU Shares shall vest on each of the Time-Based Vesting Dates.

(b) Performance-Based RSU Shares . Subject to Sections 3 and 4, the Performance-Based RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based RSU Shares shall be determined based on the performance of certain metrics during the Performance Period (as determined by the Committee) in accordance with the formula set forth on Attachment B.

Section 3. Termination of Service .

(a)      Time-Based RSU Shares.

(i)     Death; Disability; Termination Without Cause; Termination for Good Reason.  If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause or (D) by the Participant for Good Reason (each such circumstance being a “ Qualifying Termination ”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.

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(ii)     Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first Time-Based Vesting Date for any reason, or (B) on or after the first Time-Based Vesting Date but prior to the final Time-Based Vesting Date for any reason other than a Qualifying Termination, any unvested Time-Based RSU Shares shall be forfeited without any payment to the Participant.
    
(b)      Performance-Based RSU Shares.

(i)          Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement . If the Participant experiences a Termination of Service after the first anniversary of the Grant Date and prior to the Performance-Based Vesting Date due to a Qualifying Termination or due to the Participant’s voluntary termination following attainment of age 55 with at least ten years of service with the Company or its predecessors, the number of Earned Performance-Based RSU Shares shall equal (A) the number of Earned Performance-Based RSU Shares determined in accordance with Section 2(b) above, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the Performance-Based Vesting Date.

(ii)          Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first anniversary of the Grant Date for any reason or (B) on or after the first anniversary of the Grant Date but prior to the Performance-Based Vesting Date for any reason other than as described in clause (b)(i) above, the Participant shall forfeit the Performance-Based RSU Shares in full without any payment to the Participant.

Section 4. Change in Control .

(c)      Conditional Vesting . Upon a Change in Control prior to the final Time-Based Vesting Date or the Performance-Based Vesting Date, except to the extent that another Award meeting the requirements of Section 4(b) (a “ Replacement Award ”) is provided to the Participant to replace this Award (the “ Replaced Award ”):

(i)      Any unvested Time-Based RSU Shares shall vest in full and be delivered to the Participant on the effective date of such Change in Control; and

A-2

(ii)      A number of Earned Performance-Based RSU Shares equal to the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted, shall vest and be delivered to the Participant on the effective date of such Change in Control. For purposes of clause (a)(ii)(A), the determination of performance shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(b)      Replacement Awards . An Award shall meet the conditions of this Section 4(b) (and thereby qualify as a Replacement Award) if the following conditions are met:

(i)      The Award has a value at least equal to the value of the Replaced Award;

(ii)      The Award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(iii)      The other terms and conditions of the Award are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 4(c)).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c)      Qualifying Termination following a Change in Control . If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares and Performance-Based RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within 30 days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the

A-3

number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted under this Award, minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards (A) were granted in respect of the same Performance Period as defined in this Agreement, (B) were determined using the same performance metrics described in Attachment B to this Agreement and (C) vested on the effective date of such Change in Control.

Section 5. Delivery of Shares . Subject to Section 4:

(a)      Time-Based RSU Shares. As soon as practicable and within 30 days following each Time-Based Vesting Date, the Company shall deliver to the Participant the portion of the Time-Based RSU Shares that vests on such Time-Based Vesting Date.

(b)      Performance-Based RSU Shares. The Company shall deliver any Earned Performance-Based RSU Shares to the Participant as soon as practicable following the Performance-Based Vesting Date but in no event later than [•].

Section 6. Dividend Equivalents . If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the vested Time-Based RSU Shares or the Earned Performance-Based RSU Shares (together, the “ Earned RSU Shares ”) are delivered to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the Participant would have received had the Earned RSU Shares been delivered to the Participant as of the time at which such dividend is paid, which amount shall be calculated and reinvested in Shares as of the time at which such dividend is paid. No such amount shall be payable with respect to any portion of the Award that is forfeited pursuant to Section 3. Such amount shall be paid to the Participant on the date on which the Earned RSU Shares are delivered to the Participant and shall be paid in Shares; provided that the Committee retains the discretion to pay such amount in cash rather than Shares in the event that an insufficient number of Shares are authorized and available for issuance under the Plan. Any Shares that the Participant is eligible to receive pursuant to this Section 6 are referred to herein as “ Dividend Shares .”

Section 7. Additional Terms and Conditions .

(a)      Issuance of Shares . Upon delivery of the Earned RSU Shares and, if applicable, any Dividend Shares, such Shares shall be evidenced by book-entry

A-4

registration; provided, however , that the Committee may determine that such Shares shall be evidenced in such other manner as it deems appropriate, including the issuance of a share certificate or certificates. Any such fractional Shares shall be rounded using conventional rounding methods.

(b)      Voting Rights . The Participant shall not have voting rights with respect to the Target RSU Shares, the Earned RSU Shares or, if applicable, any Dividend Shares unless and until such Shares are delivered to the Participant.

Section 8. Miscellaneous Provisions .

(a)      Notices . All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:

if to the Company, to:

Delphi Automotive PLC
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, MI 48098
Attention: David M. Sherbin
Facsimile: (248) 813-2491

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

(b)      Entire Agreement . This Agreement, the Plan and any other agreements referred to herein and therein and any attachments referred to herein or therein, constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

(c)      Amendment; Waiver . No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on

A-5

behalf of the Company and the Participant, except that the Committee may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(d)      Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(e)      Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(f)      Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(g)      Participant Undertaking . By accepting this Award, the Participant agrees to execute the Confidentiality and Noninterference Agreement included as Attachment D and to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Agreement.

(h)      Plan.  The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)      Risk Statement . The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and that the value of the Award at the time when the Earned RSU Shares are delivered may be less than the value of the Award on the Grant Date. The Participant understands that if he or she is in any doubt as to whether he or she should accept this Award, the Participant should obtain independent advice.

A-6

(j)      Governing Law . The Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles thereof.

(k)      No Right to Continued Service . The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the service of the Participant and shall not lessen or affect the right that the Company or any Affiliate may have to terminate the service of such Participant.

(l)      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

A-7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.  

	
			
DELPHI AUTOMOTIVE PLC	
By:		
 	Name:	David M. Sherbin	
 	Title:	Senior Vice President, General Counsel, Secretary and Chief Compliance Officer	

	
			
PARTICIPANT	
 	 	
 	Name:	 	

A-8

Attachment B
Performance Metrics and Formula Used to Determine
the Number of Earned Performance-Based RSU Shares

Metric 1: Return on Net Assets (“ RONA ”)
		
•	Definition: Tax-affected operating income, divided by average net working capital plus average net property, plant and equipment expense, measured each calendar year. Final performance will be based upon the three-year average of calendar year performance for [•].	
		
•	Weight: 50% of the performance-based payout formula	
		
•	RONA Performance Parameters:	

			
 	[•]
RONA	Payout %	
Threshold	[•] %	50%	
Target	[•] %	100%	
“Bend Point”	[•] %	150%	
Maximum	[•] %	200%	

-	If the final RONA is below the threshold RONA, no RONA performance will be considered	
		
-	If the final RONA is above the maximum RONA, the maximum RONA performance will be earned (200%)	
		
-	If the final RONA is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 2: Cumulative Earnings Per Share (“EPS”)
		
•	Definition: Net income attributable to Delphi divided by the weighted number of diluted shares outstanding. Final performance will be based upon reported cumulative Earnings per Share for the calendar years [•]	
		
•	Weight: 30% of the performance-based payout formula	
		
•	Cumulative EPS Performance Parameters:	

	
			
 	[•]
Cumulative EPS	Payout %	
Threshold	$ [•]	50%	
Target	$ [•]	100%	
“Bend Point”	$ [•]	150%	
Maximum	$ [•]	200%	

	

B-1

		
-	If the final EPS is below the threshold EPS, no EPS performance will be considered	
		
-	If the final EPS is above the maximum EPS, the maximum EPS will be earned (200%)	
		
-	If the final [•] EPS performance is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 3: Relative Total Shareholder Return (“ TSR ”)
		
•	Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies listed in Attachment C. For this purpose, the “Beginning Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]; and the “Ending Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]	
		
•	Weight: 20% of performance-based payout formula	
		
•	TSR Performance Parameters	
– The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):

	
		
[•]  TSR as a percentile of the Russell 3000 Auto Parts Index	Payout %	
[•] th percentile	50%	
[•] th percentile	100%	
[•] th percentile and above	200%	

-	If the final TSR is below the [•]th percentile, no TSR performance will be considered	
		
-	If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%)	
		
-	Fractional percentiles will be rounded using conventional rounding methods	
		
-	In determining the Company’s percentile rank, the companies listed in Attachment C shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance.	

Total Earned Performance-Based RSU Shares
The total performance payout percentage will be determined by

	

B-2

(1) Multiplying the weight of the performance factor by the calculated payout percentage:
(a) 50% multiplied by the RONA payout percentage,
(b) 30% multiplied by the EPS payout percentage, and
(c) 20% multiplied by the TSR payout percentage;
(2) Adding the three weighted components to derive the final combined payout percentage, rounding to the nearest whole percentage; and
(3) Multiplying the final combined payout percentage by the number of target performance shares.

	

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Attachment C
Companies to be Included in the [ • ] TSR Metric

	
	
American Axle & Manufacturing Holdings, Inc.	
BorgWarner Inc.	
Dana Holding Corporation	
Dorman Products, Inc.	
Exide Technologies	
Federal-Mogul Corporation	
Fuel Systems Solutions, Inc.	
Gentex Corporation	
Gentherm Incorporated	
Genuine Parts Company	
Johnson Controls, Inc.	
Lear Corporation	
LKQ Corporation	
Meritor, Inc.	
Standard Motor Products, Inc.	
Stoneridge, Inc.	
Superior Industries International, Inc.	
Tenneco Inc.	
Tower International, Inc.	
TRW Automotive Holdings Corp.	
U.S. Auto Parts Network, Inc.	
Visteon Corporation	
WABCO Holdings Inc.	

	

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Attachment D
CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT

In recognition of the critical role that you play as an executive with Delphi Automotive PLC and/or one of its direct or indirect subsidiaries or affiliates (collectively, “ Delphi ” or the “ Company ”), and as consideration for any and all awards to be granted to you under the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”) and/or for other good and valuable consideration, you (“ Employee ” or “ you ”) agree to the terms and conditions of this Confidentiality and Noninterference Agreement (this “ Agreement ”) as follows:
1. Covenants .
(a)      You acknowledge and agree that: (i) as an executive, you have been and will be exposed to some of the most sensitive and confidential information possessed by or relating to Delphi, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) this information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s executives only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors.
(b)      You further acknowledge and agree that: (i) the business in which the Company is engaged is intensely competitive and that your position and employment by Delphi has required, and will continue to require, that you have access to, and knowledge of, valuable and sensitive information relating to Delphi and its business including, but not limited to, information relating to its products and product development, pricing, engineering and design specifications, trade secrets, customers, suppliers, unique and/or proprietary software and source code, and marketing plans (collectively, “ Confidential Information ”); (ii) the direct or indirect disclosure of such Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the business of the Company and may constitute misappropriation and/or improper use of trade secrets in violation of applicable laws; (iii) you have been and will be given access to, and have been or will be able to develop relationships with, customers, suppliers and employees of the Company at the time and expense of the Company; and (iv) by your training, experience and expertise, your services to the Company are, and will continue to be, extraordinary, special and unique.
(c)      You acknowledge and agree that you will keep in strict confidence, and will not, directly or indirectly, at any time during or after your employment with Delphi, disclose, furnish, disseminate, make available or use Confidential Information of the Company or its customers or suppliers, without limitation as to when or how you may have acquired such information, other than in the proper performance of your duties to Delphi, unless and until such Confidential Information is or shall become general public knowledge through no fault of yours. You specifically

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acknowledge that all such information, whether written or oral, or in electronic format, or maintained in your mind or memory and whether compiled by the Company, and/or you, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information by you during or after your employment with Delphi (except in the course of performing your duties and obligations as an executive) shall constitute a misappropriation of the Company’s trade secrets. In the event that you are required by law to disclose any Confidential Information, you agree to give Delphi prompt advance written notice thereof and to provide Delphi with reasonable assistance in obtaining an order to protect the Confidential Information from public disclosure.
(d)      You acknowledge and agree that: (i) the Business (as defined below) is intensely competitive and conducted by Delphi throughout the world; and (ii) reasonable limits on your ability to engage in activities that are competitive with Delphi are warranted in order to, among other things, reasonably protect the Confidential Information of Delphi and Delphi’s reputation, customer relationships, goodwill and overall status in the marketplace for which Delphi has invested substantial time and resources. You acknowledge and agree that:
(i)      During your employment and for twelve (12) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly engage in Competition (as defined below) with Delphi; or
(ii)      During your employment and for twenty-four (24) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly:
(1)      Solicit for your benefit or the benefit of any other person or entity, business of the same or of a similar nature to the Business (as defined below) from any customer that is doing business with Delphi, provided that after termination of your employment, this restriction shall not apply to any entity that was not a customer of Delphi during the six (6) month period immediately preceding the termination of your employment;
(2)      Solicit for your benefit or the benefit of any other person or entity from any known potential customer of Delphi, business of the same or of a similar nature to the Business that has been the subject of a known written or oral bid, offer or proposal by Delphi, or of substantial preparation with a view to making such a bid, proposal or offer, provided that after termination of your employment, this restriction shall only apply to a potential customer if the bid, proposal or offer, or substantial preparation for making a bid, proposal or offer occurred during the six (6) month period immediately preceding the termination of your employment; or
(3)      Otherwise interfere with the Business of Delphi, including, but not limited to, with respect to any relationship or agreement between Delphi and

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any supplier to Delphi during the period of your employment, provided that after termination of your employment, this restriction shall only apply to relationships or agreements in effect during the six (6) month period immediately preceding the termination of your employment; or
(4)      Solicit for your benefit or the benefit of any other person or entity, the employment or services of, or hire or engage, any individual who was known to be employed or engaged by Delphi during the period of your employment, provided that after the termination of your employment, this restriction shall only apply to individuals who were so employed or engaged during the six (6) month period immediately preceding the termination of your employment, and provided further, that this restriction will not prohibit solicitation or hiring of any individual whose employment was involuntarily terminated by Delphi, provided at the time of such solicitation or hiring you are not engaged in Competition with Delphi and no solicitation of such individual occurred while he or she was employed by Delphi.
2.      Definitions .
(a)      For purposes of this Agreement, “ Competition ” by you shall mean your engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, shareholder, member, owner or partner of, or permitting your name to be used in connection with the activities of any other business or organization anywhere in the world that competes, directly or indirectly, with Delphi in the Business; provided, however, it shall not be a violation of this Agreement for you to become the registered or beneficial owner of up to five percent (5%) of any class of share of any entity in Competition with Delphi that is publicly traded on a recognized domestic or foreign securities exchange, provided that you do not otherwise participate in the business of such corporation.
(b)      For purposes of this Agreement, “ Business ” means the creation, development, manufacture, sale, promotion and distribution of vehicle electronics, transportation components, integrated systems and modules, electronic technology and other products and services which Delphi engages in, or is preparing to become engaged in, at the time of your termination.
3.      Acknowledgements . You acknowledge that the Company would suffer irreparable harm if you fail to comply with Paragraph 1, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. You further acknowledge that enforcement of the covenants in Paragraph 1 is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth in Paragraph 1 are reasonable as to geography, duration and scope.
4.      Awards . For purposes of the Plan and any awards thereunder (“ Awards ”), if you engage in conduct in breach of this Agreement prior to or at any time within the one (1) year period after you receive a payment pursuant to any Award, then such conduct shall be deemed to be a breach of the terms of such Award, justifying cancellation or rescission of any such Award, as applicable.

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5.      Injunctive Relief . You agree that the Company would suffer irreparable harm if you were to breach, or threaten to breach, any provision of this Agreement and that the Company would, by reason of such breach or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and you further consent and stipulate to the entry of such injunctive relief in such a court prohibiting you from breaching this Agreement. This Paragraph 5 shall not, however, diminish the right of the Company to claim and recover money damages in addition to injunctive relief.
6.      Severability . In the event that any one or more of the provisions of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid or unenforceable shall not in any way affect or impair the validity or enforceability of this Agreement in any other jurisdiction.
7.      Waiver . The failure of Delphi to enforce any terms, provisions or covenants of this Agreement shall not be construed as a waiver of the same or of the right of Delphi to enforce the same. Waiver by Delphi of any breach or default by you (or by any other employee or former employee of Delphi) of any term or provision of this Agreement (or any similar agreement between Delphi and you or any other employee or former employee of Delphi) shall not operate as a waiver of any other breach or default.
8.      Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon Delphi, any successor organization which shall succeed to Delphi by acquisition, merger, consolidation or operation of law, or by acquisition of assets of Delphi and any assigns. You may not assign your obligations under this Agreement.
9.      Disclosure of Existence of Covenants . You agree that while employed by Delphi and for twenty-four (24) months thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to be employed by, associated with or represent.
10.      Notice to Delphi of Prospective Position . You agree that you will promptly notify the Vice President and General Counsel and the Vice President of Human Resources of Delphi if, at any time during your employment or within twenty-four (24) months following the termination of your employment with Delphi, you accept a position to be employed by, associated with or represent any person, firm, association, partnership, corporation or other entity. You further agree that you will provide Delphi with such information as Delphi may request about your new position to allow Delphi to determine whether such position and duties would likely lead to a violation of this Agreement (except that you need not provide any information that would constitute confidential or trade secret information).
11.      No Oral Modification . This Agreement may not be changed orally, but may be changed only in a writing signed by the Employee and a duly authorized representative of Delphi.

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12.      Entire Agreement . Although this Agreement sets forth the entire understanding between you and Delphi concerning its subject matter, this Agreement does not impair, diminish, restrict or waive any other restrictive covenant, nondisclosure obligation or confidentiality obligation you may have to Delphi under any other agreement, policy, plan or program of Delphi. You and Delphi represent that, in executing this Agreement, the Employee and Delphi have not relied upon any representations or statements made, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.
13.      Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. The parties hereby irrevocably consent and submit to the jurisdiction of the federal and state courts located within the state of Michigan in any matter arising out of or in connection with, this Agreement.
I, __________________, have executed this Confidentiality and Noninterference Agreement on the respective date set forth below:

Date:	          
(Signature)	

(Type/Print Name)

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Exhibit 10.3

DELPHI AUTOMOTIVE PLC 

You have been granted a Restricted Stock Unit (“ RSU ”) award (this “ Award ”) on the following terms and subject to the provisions of Attachments A, B and C and the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”). Unless defined in this Award agreement (including Attachments A,B and C, the “ Agreement ”) or in Attachment D, capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail. Receipt of any Award under this Agreement is conditioned on execution of the Confidentiality and Noninterference Agreement included as Attachment D.

	
		
Participant	Rodney O’Neal
	
Number of Shares Underlying Award
	[•] Shares (the “ Target   RSU   Shares ”), which are comprised of:
(i) [•] Target RSU Shares that vest based on time (the “ Time-Based RSU Shares ”)
(ii) [•] Target RSU Shares that vest based on performance (the “ Performance-Based RSU Shares ”)	
Grant Date
	[•]	

	
			
Vesting Schedule
(subject to Sections 3 and 4 of Attachment A)
	
Time-Based RSU Shares	Performance-Based RSU Shares	
One-third of the Time-Based RSU Shares will first vest on each of the first three anniversaries of the Grant Date (each, a “ Time-Based Vesting Date ”), as follows:
	The “ Performance Period ” will be from [•] to [•].

On the last day of the Performance Period (the “ Performance-Based Vesting Date ”), 0% to 200% of the Performance-Based RSU Shares will vest (any vested Performance-Based RSU Shares, the “ Earned   Performance-Based RSU Shares ”) based on the performance of certain metrics during the Performance Period in accordance with the formula set forth on Attachment B. Shares will be delivered as soon as practicable once the performance results are certified and approved by the Compensation and Human Resources Committee and in no event later than [•].	
[•]
[•]
[•]	 		

1

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.  

			

DELPHI AUTOMOTIVE PLC	
By:	 	
 	Name:	David M. Sherbin	
 	Title:	Senior Vice President, General Counsel, Secretary and Chief Compliance Officer	

	
			
PARTICIPANT	
 	 	
 	Name:	Rodney O’Neal	

2

Attachment A

RSU Award Agreement
Terms and Conditions
 
Section 1. Grant of Award.  Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth in the Chief Executive Officer Incentive Compensation Awards Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this RSU Award Agreement (the “ Agreement ”).

Section 2. Vesting.

(a) Time-Based RSU Shares . Subject to Sections 3 and 4, one-third of the Time-Based RSU Shares shall vest on each of the Time-Based Vesting Dates.

(b) Performance-Based RSU Shares . Subject to Sections 3 and 4, the Performance-Based RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based RSU Shares shall be determined based on the performance of certain metrics during the Performance Period (as determined by the Committee) in accordance with the formula set forth on Attachment B.

Section 3. Termination of Service .

(a)      Time-Based RSU Shares.  Subject to Section 4:

(i)     Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement.  If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause, (D) by the Participant for Good Reason, or (E) due to the Participant’s voluntary termination following attainment of age 55 with at least ten years of service with the Company or its predecessors, all of the unvested Time-Based RSU Shares shall vest on the Time-Based Vesting Date or Dates following such termination as if the Participant’s employment continued through such dates.

(ii)     Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first Time-Based Vesting Date for any reason, or (B) on or after the first Time-Based Vesting Date but prior to the final Time-Based Vesting Date for any reason other than as described in clause (a)(i)(A) through (E) above, any unvested

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Time-Based RSU Shares shall be forfeited without any payment to the Participant.
    
(b)      Performance-Based RSU Shares.

(i)           Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement. If the Participant experiences a Termination of Service after the first anniversary of the Grant Date but prior to the Performance-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause, (D) by the Participant for Good Reason or (E) due to the Participant’s voluntary termination following attainment of age 55 with at least ten years of service with the Company or its predecessors, the number of Earned Performance-Based RSU Shares shall be determined in accordance with Section 2(b) above as if the Participant’s employment continued through the Performance-Based Vesting Date.

(ii)          Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first anniversary of the Grant Date for any reason, or (B) on or after the first anniversary of the Grant Date but prior to the Performance-Based Vesting Date for any reason other than as described in clause (b)(i) above, the Participant shall forfeit the Performance-Based RSU Shares in full without any payment to the Participant.

Section 4. Change in Control .

(a)      Conditional Vesting . Upon a Change in Control prior to the final Time-Based Vesting Date or the Performance-Based Vesting Date, except to the extent that another Award meeting the requirements of Section 4(b) (a “ Replacement Award ”) is provided to the Participant to replace this Award (the “ Replaced Award ”):

(i)      Any unvested Time-Based RSU Shares shall vest in full and be delivered to the Participant on the effective date of such Change in Control; and

(ii)      A number of Earned Performance-Based RSU Shares equal to the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted, shall vest and be delivered to the Participant on the effective date of such Change in Control. For purposes of clause (a)(ii)(A), the determination of performance shall be made by the

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Committee, as constituted immediately before the Change in Control, in its sole discretion.

(b)      Replacement Awards . An Award shall meet the conditions of this Section 4(b) (and thereby qualify as a Replacement Award) if the following conditions are met:

(i)      The Award has a value at least equal to the value of the Replaced Award;

(ii)      The Award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(iii)      The other terms and conditions of the Award are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 4(c)).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c)      Termination of Service following a Change in Control . If the Participant experiences a Termination of Service for any reason following the Change in Control, in connection with or during a period of 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares and Performance-Based RSU Shares shall be delivered to the Participant as soon as practicable and within 30 days following such termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted under this Award, minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards (A) were granted in respect of the same Performance Period as defined in this Agreement, (B) were determined using the same

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performance metrics described in Attachment B to this Agreement and (C) vested on the effective date of such Change in Control.

Section 5. Delivery of Shares . Subject to Section 4:

(a)      Time-Based RSU Shares. As soon as practicable and within 30 days following each Time-Based Vesting Date, the Company shall deliver to the Participant the portion of the Time-Based RSU Shares that vests on such Time-Based Vesting Date.

(b)      Performance-Based RSU Shares. The Company shall deliver any Earned Performance-Based RSU Shares to the Participant as soon as practicable following the Performance-Based Vesting Date but in no event later than March 15, 2016.

Section 6. Dividend Equivalents . If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the vested Time-Based RSU Shares or the Earned Performance-Based RSU Shares (together, the “ Earned RSU Shares ”) are delivered to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the Participant would have received had the Earned RSU Shares been delivered to the Participant as of the time at which such dividend is paid, which amount shall be calculated and reinvested in Shares as of the time at which such dividend is paid. No such amount shall be payable with respect to any portion of the Award that is forfeited pursuant to Section 3. Such amount shall be paid to the Participant on the date on which the Earned RSU Shares are delivered to the Participant and shall be paid in Shares; provided that the Committee retains the discretion to pay such amount in cash rather than Shares in the event that an insufficient number of Shares are authorized and available for issuance under the Plan. Any Shares that the Participant is eligible to receive pursuant to this Section 6 are referred to herein as “ Dividend Shares .”

Section 7. Additional Terms and Conditions .

(a)      Issuance of Shares . Upon delivery of the Earned RSU Shares and, if applicable, any Dividend Shares, such Shares shall be evidenced by book-entry registration; provided, however , that the Committee may determine that such Shares shall be evidenced in such other manner as it deems appropriate, including the issuance of a share certificate or certificates. Any such fractional Shares shall be rounded using conventional rounding methods.

(b)      Voting Rights . The Participant shall not have voting rights with respect to the Target RSU Shares, the Earned RSU Shares or, if applicable, any Dividend Shares unless and until such Shares are delivered to the Participant.

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Section 8. Miscellaneous Provisions .

(a)      Notices . All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:

if to the Company, to:

Delphi Automotive PLC
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, MI 48098
Attention: David M. Sherbin
Facsimile: (248) 813-2491

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

(b)      Entire Agreement . This Agreement, the Plan and any other agreements referred to herein and therein and any attachments referred to herein or therein, constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

(c)      Amendment; Waiver . No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Committee may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

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(d)      Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(e)      Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(f)      Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(g)      Participant Undertaking . By accepting this Award, the Participant agrees to execute the Confidentiality and Noninterference Agreement included as Attachment D and to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Agreement.

(h)      Plan.  The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)      Risk Statement . The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and that the value of the Award at the time when the Earned RSU Shares are delivered may be less than the value of the Award on the Grant Date. The Participant understands that if he or she is in any doubt as to whether he or she should accept this Award, the Participant should obtain independent advice.

(j)      Governing Law . The Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles thereof.

(k)      No Right to Continued Service . The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the service of the Participant and shall not lessen or affect the right that the Company or any Affiliate may have to terminate the service of such Participant.

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(l)      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Attachment B

Performance Metrics and Formula Used to Determine
the Number of Earned Performance-Based RSU Shares

Metric 1: Return on Net Assets (“ RONA ”)
		
•	Definition: Tax-affected operating income, divided by average net working capital plus average net property, plant and equipment expense, measured each calendar year. Final performance will be based upon the three-year average of calendar year performance for [•].	
		
•	Weight: 50% of the performance-based payout formula	
		
•	RONA Performance Parameters:	

			
 	 [•]
RONA	Payout %	
Threshold	 [•] %	50%	
Target	 [•] %	100%	
“Bend Point”	 [•] %	150%	
Maximum	 [•] %	200%	

-	If the final RONA is below the threshold RONA, no RONA performance will be considered	
		
-	If the final RONA is above the maximum RONA, the maximum RONA performance will be earned (200%)	
		
-	If the final RONA is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 2: Cumulative Earnings Per Share (“EPS”)
		
•	Definition: Net income attributable to Delphi divided by the weighted number of diluted shares outstanding. Final performance will be based upon reported cumulative Earnings per Share for the calendar years [•]	
		
•	Weight: 30% of the performance-based payout formula	
		
•	Cumulative EPS Performance Parameters:	

	
			
 	 [•]        Cumulative EPS	Payout %	
Threshold	$  [•]	50%	
Target	$  [•]	100%	
“Bend Point”	$  [•]	150%	
Maximum	$  [•]	200%	
		
•		
		
-	If the final EPS is below the threshold EPS, no EPS performance will be considered	

B-1

Attachment B

		
-	If the final EPS is above the maximum EPS, the maximum EPS will be earned (200%)	
		
-	If the final [•] EPS performance is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 3: Relative Total Shareholder Return (“ TSR ”)
		
•	Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies listed in Attachment C. For this purpose, the “Beginning Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]; and the “Ending Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]	
		
•	Weight: 20% of performance-based payout formula	
		
•	TSR Performance Parameters	
– The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):

	
		
2013 – 2015 TSR as a percentile of the Russell 3000 Auto Parts Index	Payout %	
[•] th percentile	50%	
[•] th percentile	100%	
[•] th percentile and above	200%	

-	If the final TSR is below the [•]th percentile, no TSR performance will be considered	
		
-	If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%)	
		
-	Fractional percentiles will be rounded using conventional rounding methods	
		
-	In determining the Company’s percentile rank, the companies listed in Attachment C shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance.	

Total Earned Performance-Based RSU Shares
The total performance payout percentage will be determined by

B-2

Attachment B

(1) Multiplying the weight of the performance factor by the calculated payout percentage:
(a) 50% multiplied by the RONA payout percentage,
(b) 30% multiplied by the EPS payout percentage, and
(c) 20% multiplied by the TSR payout percentage;
(2) Adding the three weighted components to derive the final combined payout percentage, rounding to the nearest whole percentage; and
(3) Multiplying the final combined payout percentage by the number of target performance shares.

B-3

Attachment C

Companies to be Included in the [•] TSR Metric

	
	
American Axle & Manufacturing Holdings, Inc.	
BorgWarner Inc.	
Dana Holding Corporation	
Dorman Products, Inc.	
Exide Technologies	
Federal-Mogul Corporation	
Fuel Systems Solutions, Inc.	
Gentex Corporation	
Gentherm Incorporated	
Genuine Parts Company	
Johnson Controls, Inc.	
Lear Corporation	
LKQ Corporation	
Meritor, Inc.	
Standard Motor Products, Inc.	
Stoneridge, Inc.	
Superior Industries International, Inc.	
Tenneco Inc.	
Tower International, Inc.	
TRW Automotive Holdings Corp.	
U.S. Auto Parts Network, Inc.	
Visteon Corporation	
WABCO Holdings Inc.	

C-1

Attachment D

CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT

In recognition of the critical role that you play as an executive with Delphi Automotive PLC and/or one of its direct or indirect subsidiaries or affiliates (collectively, “ Delphi ” or the “ Company ”), and as consideration for any and all awards to be granted to you under the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”) and/or for other good and valuable consideration, you (“ Employee ” or “ you ”) agree to the terms and conditions of this Confidentiality and Noninterference Agreement (this “ Agreement ”) as follows:
1. Covenants .
(a)      You acknowledge and agree that: (i) as an executive, you have been and will be exposed to some of the most sensitive and confidential information possessed by or relating to Delphi, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) this information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s executives only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors.
(b)      You further acknowledge and agree that: (i) the business in which the Company is engaged is intensely competitive and that your position and employment by Delphi has required, and will continue to require, that you have access to, and knowledge of, valuable and sensitive information relating to Delphi and its business including, but not limited to, information relating to its products and product development, pricing, engineering and design specifications, trade secrets, customers, suppliers, unique and/or proprietary software and source code, and marketing plans (collectively, “ Confidential Information ”); (ii) the direct or indirect disclosure of such Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the business of the Company and may constitute misappropriation and/or improper use of trade secrets in violation of applicable laws; (iii) you have been and will be given access to, and have been or will be able to develop relationships with, customers, suppliers and employees of the Company at the time and expense of the Company; and (iv) by your training, experience and expertise, your services to the Company are, and will continue to be, extraordinary, special and unique.
(c)      You acknowledge and agree that you will keep in strict confidence, and will not, directly or indirectly, at any time during or after your employment with Delphi, disclose, furnish, disseminate, make available or use Confidential Information of the Company or its customers or suppliers, without limitation as to when or how you may have acquired such information, other than in the proper performance of your duties to Delphi, unless and until such Confidential Information is or shall become general public knowledge through no fault of yours. You specifically acknowledge that all such information, whether written or oral, or in electronic format, or maintained in your mind or memory and whether compiled by the Company, and/or you, derives independent

D-1

Attachment D

economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information by you during or after your employment with Delphi (except in the course of performing your duties and obligations as an executive) shall constitute a misappropriation of the Company’s trade secrets. In the event that you are required by law to disclose any Confidential Information, you agree to give Delphi prompt advance written notice thereof and to provide Delphi with reasonable assistance in obtaining an order to protect the Confidential Information from public disclosure.
(d)      You acknowledge and agree that: (i) the Business (as defined below) is intensely competitive and conducted by Delphi throughout the world; and (ii) reasonable limits on your ability to engage in activities that are competitive with Delphi are warranted in order to, among other things, reasonably protect the Confidential Information of Delphi and Delphi’s reputation, customer relationships, goodwill and overall status in the marketplace for which Delphi has invested substantial time and resources. You acknowledge and agree that:
(i)      During your employment and for twelve (12) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly engage in Competition (as defined below) with Delphi; or
(ii)      During your employment and for twenty-four (24) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly:
(1)      Solicit for your benefit or the benefit of any other person or entity, business of the same or of a similar nature to the Business (as defined below) from any customer that is doing business with Delphi, provided that after termination of your employment, this restriction shall not apply to any entity that was not a customer of Delphi during the six (6) month period immediately preceding the termination of your employment;
(2)      Solicit for your benefit or the benefit of any other person or entity from any known potential customer of Delphi, business of the same or of a similar nature to the Business that has been the subject of a known written or oral bid, offer or proposal by Delphi, or of substantial preparation with a view to making such a bid, proposal or offer, provided that after termination of your employment, this restriction shall only apply to a potential customer if the bid, proposal or offer, or substantial preparation for making a bid, proposal or offer occurred during the six (6) month period immediately preceding the termination of your employment; or
(3)      Otherwise interfere with the Business of Delphi, including, but not limited to, with respect to any relationship or agreement between Delphi and any supplier to Delphi during the period of your employment, provided that after termination of your employment, this restriction shall only apply to relationships or

D-2

Attachment D

agreements in effect during the six (6) month period immediately preceding the termination of your employment; or
(4)      Solicit for your benefit or the benefit of any other person or entity, the employment or services of, or hire or engage, any individual who was known to be employed or engaged by Delphi during the period of your employment, provided that after the termination of your employment, this restriction shall only apply to individuals who were so employed or engaged during the six (6) month period immediately preceding the termination of your employment, and provided further, that this restriction will not prohibit solicitation or hiring of any individual whose employment was involuntarily terminated by Delphi, provided at the time of such solicitation or hiring you are not engaged in Competition with Delphi and no solicitation of such individual occurred while he or she was employed by Delphi.
2.      Definitions .
(a)      For purposes of this Agreement, “ Competition ” by you shall mean your engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, shareholder, member, owner or partner of, or permitting your name to be used in connection with the activities of any other business or organization anywhere in the world that competes, directly or indirectly, with Delphi in the Business; provided, however, it shall not be a violation of this Agreement for you to become the registered or beneficial owner of up to five percent (5%) of any class of share of any entity in Competition with Delphi that is publicly traded on a recognized domestic or foreign securities exchange, provided that you do not otherwise participate in the business of such corporation.
(b)      For purposes of this Agreement, “ Business ” means the creation, development, manufacture, sale, promotion and distribution of vehicle electronics, transportation components, integrated systems and modules, electronic technology and other products and services which Delphi engages in, or is preparing to become engaged in, at the time of your termination.
3.      Acknowledgements . You acknowledge that the Company would suffer irreparable harm if you fail to comply with Paragraph 1, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. You further acknowledge that enforcement of the covenants in Paragraph 1 is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth in Paragraph 1 are reasonable as to geography, duration and scope.
4.      Awards . For purposes of the Plan and any awards thereunder (“ Awards ”), if you engage in conduct in breach of this Agreement prior to or at any time within the one (1) year period after you receive a payment pursuant to any Award, then such conduct shall be deemed to be a breach of the terms of such Award, justifying cancellation or rescission of any such Award, as applicable.

D-3

Attachment D

5.      Injunctive Relief . You agree that the Company would suffer irreparable harm if you were to breach, or threaten to breach, any provision of this Agreement and that the Company would, by reason of such breach or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and you further consent and stipulate to the entry of such injunctive relief in such a court prohibiting you from breaching this Agreement. This Paragraph 5 shall not, however, diminish the right of the Company to claim and recover money damages in addition to injunctive relief.
6.      Severability . In the event that any one or more of the provisions of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid or unenforceable shall not in any way affect or impair the validity or enforceability of this Agreement in any other jurisdiction.
7.      Waiver . The failure of Delphi to enforce any terms, provisions or covenants of this Agreement shall not be construed as a waiver of the same or of the right of Delphi to enforce the same. Waiver by Delphi of any breach or default by you (or by any other employee or former employee of Delphi) of any term or provision of this Agreement (or any similar agreement between Delphi and you or any other employee or former employee of Delphi) shall not operate as a waiver of any other breach or default.
8.      Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon Delphi, any successor organization which shall succeed to Delphi by acquisition, merger, consolidation or operation of law, or by acquisition of assets of Delphi and any assigns. You may not assign your obligations under this Agreement.
9.      Disclosure of Existence of Covenants . You agree that while employed by Delphi and for twenty-four (24) months thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to be employed by, associated with or represent.
10.      Notice to Delphi of Prospective Position . You agree that you will promptly notify the Vice President and General Counsel and the Vice President of Human Resources of Delphi if, at any time during your employment or within twenty-four (24) months following the termination of your employment with Delphi, you accept a position to be employed by, associated with or represent any person, firm, association, partnership, corporation or other entity. You further agree that you will provide Delphi with such information as Delphi may request about your new position to allow Delphi to determine whether such position and duties would likely lead to a violation of this Agreement (except that you need not provide any information that would constitute confidential or trade secret information).
11.      No Oral Modification . This Agreement may not be changed orally, but may be changed only in a writing signed by the Employee and a duly authorized representative of Delphi.

D-4

Attachment D

12.      Entire Agreement . Although this Agreement sets forth the entire understanding between you and Delphi concerning its subject matter, this Agreement does not impair, diminish, restrict or waive any other restrictive covenant, nondisclosure obligation or confidentiality obligation you may have to Delphi under any other agreement, policy, plan or program of Delphi. You and Delphi represent that, in executing this Agreement, the Employee and Delphi have not relied upon any representations or statements made, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.
13.      Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. The parties hereby irrevocably consent and submit to the jurisdiction of the federal and state courts located within the state of Michigan in any matter arising out of or in connection with, this Agreement.
I, __________________, have executed this Confidentiality and Noninterference Agreement on the respective date set forth below:

Date:	          
(Signature)	

(Type/Print Name)

D-5

Exhibit 10.4

DELPHI AUTOMOTIVE PLC
LONG TERM INCENTIVE PLAN 

You have been granted a Restricted Stock Unit (“ RSU ”) award (this “ Award ”) on the following terms and subject to the provisions of Attachments A, B, and C and the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”). Unless defined in this Award agreement (including Attachments A, B and C, this “ Agreement ”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail. Receipt of any Award under this Agreement is conditioned on execution of the Confidentiality and Noninterference Agreement included as Attachment D.

	
		
Participant	
[Full Name]	
Number of Shares Underlying Award
	[•] Shares (the “ Target   RSU   Shares ”), which are comprised of:
(i) [•] Target RSU Shares that vest based on time (the “ Time-Based RSU Shares ”)
(ii) [•] Target RSU Shares that vest based on performance (the “ Performance-Based RSU Shares ”)
Shares (the “Target Continuity Incentive RSU Shares ) which are comprised of:
(i) Target Continuity Incentive RSU Shares that vest based on time (the “ Time-Based Continuity Incentive RSU Shares ”)
(ii) Target Continuity Incentive RSU Shares that vest based on performance (the “ Performance-Based Continuity Incentive RSU Shares ”)	
Grant Date
	[•]	

	

	
			
Vesting Schedule
(subject to Sections 3 and 4 of Attachment A)
	
Time-Based RSU Shares	Performance-Based RSU Shares	
One-third of the Time-Based RSU Shares will first vest on each of the first three anniversaries of the Grant Date (each, a “ Time-Based Vesting Date ”), as follows:
	The “ Performance Period ” will be from [•] to [•].

On the last day of the Performance Period (the “ Performance-Based Vesting Date ”), 0% to 200% of the Performance-Based RSU Shares will vest (any vested Performance-Based RSU Shares, the “ Earned   Performance-Based RSU Shares ”) based on the performance of certain metrics during the Performance Period in accordance with the formula set forth on Attachment B.
Shares will be delivered as soon as practicable once the performance results are certified and approved by the Compensation and Human Resources Committee and in no event later than [•].
	
[•]
[•]
[•]	[•]
[•]
[•]		

	
	
Continuity Incentive RSU Shares	
Time-Based Continuity Incentive RSU Shares.

The Time-Based Continuity Incentive RSU Shares will vest in full on [•], the final Time-Based Vesting Date.
Performance-Based Continuity Incentive RSU Shares.

The Performance Period will be from [•] to [•].

On the last day of the Performance-Based Vesting Date, 0% to 100% of the Performance-Based Continuity Incentive   RSU Shares will vest (any vested Performance-Based Continuity Incentive RSU Shares, the “ Earned   Performance-Based Continuity Incentive RSU Shares ”) based on the performance of certain metrics during the Performance Period in accordance with the formula set forth on Attachment B. Shares will be delivered as soon as practicable once the performance results are certified and approved by the Compensation and Human Resources Committee, and in no event later than [•].	

	

Attachment A

RSU Award Agreement
Terms and Conditions
 
Section 1. Grant of Award.  Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2. Vesting.

(a) Time-Based RSU Shares . Subject to Sections 3 and 4, one-third of the Time-Based RSU Shares shall vest on each of the Time-Based Vesting Dates.

(b) Performance-Based RSU Shares . Subject to Sections 3 and 4, the Performance-Based RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based RSU Shares shall be determined based on the performance of certain metrics during the Performance Period (as determined by the Committee) in accordance with the formula set forth on Attachment B.
 
(c) Time-Based Continuity Incentive RSU Shares . Subject to Sections 3 and 4, the Time-Based Continuity Incentive RSU Shares shall vest in full on the final Time-Based Vesting Date.

(d) Performance-Based Continuity Incentive RSU Shares . Subject to Sections 3 and 4, the Performance-Based Continuity Incentive RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based Continuity Incentive RSU Shares shall be determined based on performance against Average EBITDA margin targets during the Performance Period (as determined by the Committee) as set forth on Attachment B.

Section 3. Termination of Service . Subject to Section 4:

(a)      Time-Based RSU Shares.

(i)     Death; Disability; Termination Without Cause; Termination for Good Reason.  If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause or (D) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following

	

such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.

(ii)     Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first Time-Based Vesting Date for any reason, or (B) on or after the first Time-Based Vesting Date but prior to the final Time-Based Vesting Date for any reason other than a Qualifying Termination, any unvested Time-Based RSU Shares shall be forfeited without any payment to the Participant.
    
(b)      Performance-Based RSU Shares.

(i)          Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement . If the Participant experiences a Termination of Service after the first anniversary of the Grant Date and prior to the Performance-Based Vesting Date due to a Qualifying Termination or due to the Participant’s voluntary termination following attainment of age 55 with at least ten years of service with the Company or its predecessors, the number of Earned Performance-Based RSU Shares shall equal (A) the number of Earned Performance-Based RSU Shares determined in accordance with Section 2(b) above, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the Performance-Based Vesting Date.

(ii)          Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first anniversary of the Grant Date for any reason, or (B) on or after the first anniversary of the Grant Date but prior to the Performance-Based Vesting Date for any reason other than as described in clause (b)(i) above, the Participant shall forfeit the Performance-Based RSU Shares in full without any payment to the Participant.

(c)      Time-Based Continuity Incentive RSU Shares.

	

A-2

(i)     Death; Disability; Termination Without Cause; Termination for Good Reason.  If the Participant experiences a Termination of Service due to a Qualifying Termination after the first anniversary of the Grant Date but prior to the final Time-Based Vesting Date, a pro rata portion of the Time-Based Continuity Incentive RSU Shares shall vest on the final Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of Time-Based Continuity Incentive RSU Shares, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the final Time-Based Vesting Date. The Committee, in its sole discretion, may waive the one year anniversary requirement.

(ii)     Any Other Termination of Service . In the event of the Participant’s Termination of Service (A) prior to the first anniversary of the Grant Date for any reason, except as waived pursuant to clause (c) (i) above, or (B) prior to the final Time-Based Vesting Date for any reason other than as described in clause (c)(i) above, the Time-Based Continuity Incentive RSU Shares shall be forfeited without any payment to the Participant.

(d)      Performance-Based Continuity Incentive RSU Shares.

(i)     Death; Disability; Termination Without Cause; Termination for Good Reason.  If the Participant experiences a Termination of Service due to a Qualifying Termination after the first anniversary of the Grant Date but prior to the final Performance-Based Vesting Date, a pro rata portion of the Performance-Based Continuity Incentive RSU Shares shall vest on the final Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of RSU Shares, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the final Time-Based Vesting Date. The Committee, in its sole discretion, may waive the one year anniversary requirement.

(ii)     Any Other Termination of Service . In the event of the Participant’s Termination of Service A) prior to the first anniversary of the Grant Date for any reason, except as waived pursuant to clause (d) (i) above, or (B) prior to the final Performance-Based Vesting Date for any reason other than as described in clause (d)(i) above, the Performance-Based Continuity Incentive RSU Shares shall be forfeited without any payment to the Participant.

	

A-3

Section 4. Change in Control .

(a)      Conditional Vesting . Upon a Change in Control prior to the final Time-Based Vesting Date or the Performance-Based Vesting Date, except to the extent that another Award meeting the requirements of Section 4(b) (a “ Replacement Award ”) is provided to the Participant to replace this Award (the “ Replaced Award ”):

(i)      Any unvested Time-Based RSU Shares and unvested Continuity Incentive RSU Shares shall vest in full and be delivered to the Participant on the effective date of such Change in Control; and

(ii)      A number of Earned Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares equal to the greater of (A) the number of Earned Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares granted, shall vest and be delivered to the Participant on the effective date of such Change in Control. For purposes of clause (a)(ii)(A), the determination of performance shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(b)      Replacement Awards . An Award shall meet the conditions of this Section 4(b) (and thereby qualify as a Replacement Award) if the following conditions are met:

(i)      The Award has a value at least equal to the value of the Replaced Award;

(ii)      The Award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(iii)      The other terms and conditions of the Award are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 4(c)).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of

	

A-4

this Section 4(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c)     Qualifying Termination following a Change in Control . If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares, Performance-Based RSU shares, Time-Based Continuity Incentive RSU Shares and Performance-Based Continuity Incentive RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within 30 days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the number of Earned Performance-Based RSU Shares and Earned Performance-Based Continuity Incentive RSU Shares, respectively, that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares, respectively, granted under this Award, minus (ii) the number of Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares, respectively, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards (A) were granted in respect of the same Performance Period as defined in this Agreement, (B) were determined using the same performance metrics described in Attachment B to this Agreement and (C) vested on the effective date of such Change in Control.
Section 5. Delivery of Shares . Subject to Section 4:

(a)      Time-Based RSU Shares and Time-Based Continuity Incentive RSU Shares. As soon as practicable and within 30 days following each Time-Based Vesting Date, the Company shall deliver to the Participant the portions of the Time-Based RSU Shares and Time-Based Continuity Incentive RSU Shares that vest on such Time-Based Vesting Date.

(b)      Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares. The Company shall deliver any Earned Performance-Based RSU Shares, including any Performance-Based Continuity Incentive RSU Shares to the Participant as soon as practicable following the Performance-Based Vesting Date but in no event later than [•].

	

A-5

Section 6. Dividend Equivalents . If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the vested Time-Based RSU Shares, the vested Time-Based Continuity Incentive RSU Shares, the Earned Performance-Based RSU Shares or the Earned Performance-Based Continuity Incentive RSU Shares (together, the “ Earned RSU Shares ”) are delivered to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the Participant would have received had the Earned RSU Shares been delivered to the Participant as of the time at which such dividend is paid, which amount shall be calculated and reinvested in Shares as of the time at which such dividend is paid. No such amount shall be payable with respect to any portion of the Award that is forfeited pursuant to Section 3. Such amount shall be paid to the Participant on the date on which the Earned RSU Shares are delivered to the Participant and shall be paid in Shares; provided that the Committee retains the discretion to pay such amount in cash rather than Shares in the event that an insufficient number of Shares are authorized and available for issuance under the Plan. Any Shares that the Participant is eligible to receive pursuant to this Section 6 are referred to herein as “ Dividend Shares .”

Section 7. Additional Terms and Conditions .

(a)      Issuance of Shares . Upon delivery of the Earned RSU Shares and, if applicable, any Dividend Shares, such Shares shall be evidenced by book-entry registration; provided, however , that the Committee may determine that such Shares shall be evidenced in such other manner as it deems appropriate, including the issuance of a share certificate or certificates. Any such fractional Shares shall be rounded using conventional rounding methods.

(b)      Voting Rights . The Participant shall not have voting rights with respect to the Target RSU Shares, the Earned RSU Shares or, if applicable, any Dividend Shares unless and until such Shares are delivered to the Participant.

Section 8. Miscellaneous Provisions .

(a)      Notices . All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:

if to the Company, to:

Delphi Automotive PLC
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive

	

A-6

Troy, MI 48098
Attention: David M. Sherbin
Facsimile: (248) 813-2491

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

(b)      Entire Agreement . This Agreement, the Plan and any other agreements referred to herein and therein and any attachments referred to herein or therein, constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

(c)      Amendment; Waiver . No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Committee may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(d)      Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(e)      Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	

A-7

(f)      Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(g)      Participant Undertaking . By accepting this Award, the Participant agrees to execute the Confidentiality and Noninterference Agreement included as Attachment D and to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Agreement.

(h)      Plan.  The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)      Risk Statement . The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and that the value of the Award at the time when the Earned RSU Shares are delivered may be less than the value of the Award on the Grant Date. The Participant understands that if he or she is in any doubt as to whether he or she should accept this Award, the Participant should obtain independent advice.

(j)      Governing Law . The Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles thereof.

(k)      No Right to Continued Service . The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the service of the Participant and shall not lessen or affect the right that the Company or any Affiliate may have to terminate the service of such Participant.

(l)      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

	

A-8

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.  

	
			
DELPHI AUTOMOTIVE PLC	
By:	 	
 	Name:	David M. Sherbin	
 	Title:	Senior Vice President, General Counsel, Secretary and Chief Compliance Officer	

	
			
PARTICIPANT	
 	 	
 	Name:	Rodney O'Neal	

	

A-9

Attachment B

Performance Metrics and Formula Used to Determine
the Number of Earned Performance-Based RSU Shares

Metric 1: Return on Net Assets (“ RONA ”)
		
•	Definition: Tax-affected operating income, divided by average net working capital plus average net property, plant and equipment expense, measured each calendar year. Final performance will be based upon the three-year average of calendar year performance for [•].	
		
•	Weight: 50% of the performance-based payout formula	
		
•	RONA Performance Parameters:	

			
 	[•]
RONA	Payout %	
Threshold	[•] %	50%	
Target	[•] %	100%	
“Bend Point”	[•] %	150%	
Maximum	[•] %	200%	

-	If the final RONA is below the threshold RONA, no RONA performance will be considered	
		
-	If the final RONA is above the maximum RONA, the maximum RONA performance will be earned (200%)	
		
-	If the final RONA is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 2: Cumulative Earnings Per Share (“EPS”)
		
•	Definition: Net income attributable to Delphi divided by the weighted number of diluted shares outstanding. Final performance will be based upon reported cumulative Earnings per Share for the calendar years [•]	
		
•	Weight: 30% of the performance-based payout formula	
		
•	Cumulative EPS Performance Parameters:	

	
			
 	[•]
Cumulative EPS	Payout %	
Threshold	$ [•]	50%	
Target	$ [•]	100%	
“Bend Point”	$ [•]	150%	
Maximum	$ [•]	200%	

-	If the final EPS is below the threshold EPS, no EPS performance will be considered	

	

B-1

		
-	If the final EPS is above the maximum EPS, the maximum EPS will be earned (200%)	
		
-	If the final [•] EPS performance is between the threshold and target levels, between the target and “bend point” levels or between the “bend point” and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point	

Metric 3: Relative Total Shareholder Return (“ TSR ”)
		
•	Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies listed in Attachment C. For this purpose, the “Beginning Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]; and the “Ending Stock Price” shall mean the average closing sales prices of each company’s common stock for all available trading days in the 4th quarter of [•]	
		
•	Weight: 20% of performance-based payout formula	
		
•	TSR Performance Parameters	
		
•	The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):	

	
		
[•]  TSR as a percentile of the Russell 3000 Auto Parts Index	Payout %	
[•] th percentile	50%	
[•] th percentile	100%	
[•] th percentile and above	200%	

-	If the final TSR is below the [•]th percentile, no TSR performance will be considered	
		
-	If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%)	
		
-	Fractional percentiles will be rounded using conventional rounding methods	
		
-	In determining the Company’s percentile rank, the companies listed in Attachment C shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance.	

Total Earned Performance-Based RSU Shares
The total performance payout percentage will be determined by
(1) Multiplying the weight of the performance factor by the calculated payout percentage:
(a) 50% multiplied by the RONA payout percentage,

	

B-2

(b) 30% multiplied by the EPS payout percentage, and
(c) 20% multiplied by the TSR payout percentage;
(2) Adding the three weighted components to derive the final combined payout percentage, rounding to the nearest whole percentage; and
(3) Multiplying the final combined payout percentage by the number of target performance shares.

Metric 4: Average EBITDA Margin Target
		
•	Definition: Earnings before interest, tax, depreciation and amortization (“EBITDA”) divided by total revenue for each calendar year during the performance period [•].	
		
•	Weight: 100% of Performance-Based Continuity Incentive RSU Shares granted	
		
•	Average EBITDA Margin Target Performance Parameters:	
		
•	Payout will be interpolated between minimum and target based on performance, rounded to the nearest whole percentage point	

	
			
 	[•]
EBITDA Margin	
Payout %	
Minimum	[•] %	50%	
Target	[•] %	100%	

•	Payout will be interpolated between minimum and target based on performance, rounded to the nearest whole percentage point	

	

B-3

Attachment C

Companies to be Included in the [ • ] TSR Metric

	
	
American Axle & Manufacturing Holdings, Inc.	
BorgWarner Inc.	
Dana Holding Corporation	
Dorman Products, Inc.	
Exide Technologies	
Federal-Mogul Corporation	
Fuel Systems Solutions, Inc.	
Gentex Corporation	
Gentherm Incorporated	
Genuine Parts Company	
Johnson Controls, Inc.	
Lear Corporation	
LKQ Corporation	
Meritor, Inc.	
Standard Motor Products, Inc.	
Stoneridge, Inc.	
Superior Industries International, Inc.	
Tenneco Inc.	
Tower International, Inc.	
TRW Automotive Holdings Corp.	
U.S. Auto Parts Network, Inc.	
Visteon Corporation	
WABCO Holdings Inc.	

	

C-1

Attachment D

CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT

In recognition of the critical role that you play as an executive with Delphi Automotive PLC and/or one of its direct or indirect subsidiaries or affiliates (collectively, “ Delphi ” or the “ Company ”), and as consideration for any and all awards to be granted to you under the Delphi Automotive PLC Long Term Incentive Plan (the “ Plan ”) and/or for other good and valuable consideration, you (“ Employee ” or “ you ”) agree to the terms and conditions of this Confidentiality and Noninterference Agreement (this “ Agreement ”) as follows:
1. Covenants .
(a)      You acknowledge and agree that: (i) as an executive, you have been and will be exposed to some of the most sensitive and confidential information possessed by or relating to Delphi, including strategic plans, marketing plans, information regarding long-term business opportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in which the Company competes; and (ii) this information represents the product of the Company’s substantial investment in research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s executives only on a strictly confidential basis, and is not made accessible to the public or to the Company’s competitors.
(b)      You further acknowledge and agree that: (i) the business in which the Company is engaged is intensely competitive and that your position and employment by Delphi has required, and will continue to require, that you have access to, and knowledge of, valuable and sensitive information relating to Delphi and its business including, but not limited to, information relating to its products and product development, pricing, engineering and design specifications, trade secrets, customers, suppliers, unique and/or proprietary software and source code, and marketing plans (collectively, “ Confidential Information ”); (ii) the direct or indirect disclosure of such Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the business of the Company and may constitute misappropriation and/or improper use of trade secrets in violation of applicable laws; (iii) you have been and will be given access to, and have been or will be able to develop relationships with, customers, suppliers and employees of the Company at the time and expense of the Company; and (iv) by your training, experience and expertise, your services to the Company are, and will continue to be, extraordinary, special and unique.
(c)      You acknowledge and agree that you will keep in strict confidence, and will not, directly or indirectly, at any time during or after your

	

D-1

Attachment D

employment with Delphi, disclose, furnish, disseminate, make available or use Confidential Information of the Company or its customers or suppliers, without limitation as to when or how you may have acquired such information, other than in the proper performance of your duties to Delphi, unless and until such Confidential Information is or shall become general public knowledge through no fault of yours. You specifically acknowledge that all such information, whether written or oral, or in electronic format, or maintained in your mind or memory and whether compiled by the Company, and/or you, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information by you during or after your employment with Delphi (except in the course of performing your duties and obligations as an executive) shall constitute a misappropriation of the Company’s trade secrets. In the event that you are required by law to disclose any Confidential Information, you agree to give Delphi prompt advance written notice thereof and to provide Delphi with reasonable assistance in obtaining an order to protect the Confidential Information from public disclosure.
(d)      You acknowledge and agree that: (i) the Business (as defined below) is intensely competitive and conducted by Delphi throughout the world; and (ii) reasonable limits on your ability to engage in activities that are competitive with Delphi are warranted in order to, among other things, reasonably protect the Confidential Information of Delphi and Delphi’s reputation, customer relationships, goodwill and overall status in the marketplace for which Delphi has invested substantial time and resources. You acknowledge and agree that:
(i)      During your employment and for twelve (12) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly engage in Competition (as defined below) with Delphi; or
(ii)      During your employment and for twenty-four (24) months after the termination of your employment by you or by Delphi for any reason, you will not directly or indirectly:
(1)      Solicit for your benefit or the benefit of any other person or entity, business of the same or of a similar nature to the Business (as defined below) from any customer that is doing business with Delphi, provided that after termination of your employment, this restriction shall not apply to any entity that was not a customer of Delphi during the six (6) month period immediately preceding the termination of your employment;

	

D-2

Attachment D

(2)      Solicit for your benefit or the benefit of any other person or entity from any known potential customer of Delphi, business of the same or of a similar nature to the Business that has been the subject of a known written or oral bid, offer or proposal by Delphi, or of substantial preparation with a view to making such a bid, proposal or offer, provided that after termination of your employment, this restriction shall only apply to a potential customer if the bid, proposal or offer, or substantial preparation for making a bid, proposal or offer occurred during the six (6) month period immediately preceding the termination of your employment; or
(3)      Otherwise interfere with the Business of Delphi, including, but not limited to, with respect to any relationship or agreement between Delphi and any supplier to Delphi during the period of your employment, provided that after termination of your employment, this restriction shall only apply to relationships or agreements in effect during the six (6) month period immediately preceding the termination of your employment; or
(4)      Solicit for your benefit or the benefit of any other person or entity, the employment or services of, or hire or engage, any individual who was known to be employed or engaged by Delphi during the period of your employment, provided that after the termination of your employment, this restriction shall only apply to individuals who were so employed or engaged during the six (6) month period immediately preceding the termination of your employment, and provided further, that this restriction will not prohibit solicitation or hiring of any individual whose employment was involuntarily terminated by Delphi, provided at the time of such solicitation or hiring you are not engaged in Competition with Delphi and no solicitation of such individual occurred while he or she was employed by Delphi.
2.      Definitions .
(a)      For purposes of this Agreement, “ Competition ” by you shall mean your engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, shareholder, member, owner or partner of, or permitting your name to be used in connection with the activities of any other business or organization anywhere in the world that competes, directly or indirectly, with Delphi in the Business; provided, however, it shall not be a violation of this Agreement for you to become the registered or beneficial owner of up to five percent (5%) of any class of share of any entity in Competition with Delphi that is publicly traded on a recognized domestic or foreign

	

D-3

Attachment D

securities exchange, provided that you do not otherwise participate in the business of such corporation.
(b)      For purposes of this Agreement, “ Business ” means the creation, development, manufacture, sale, promotion and distribution of vehicle electronics, transportation components, integrated systems and modules, electronic technology and other products and services which Delphi engages in, or is preparing to become engaged in, at the time of your termination.
3.      Acknowledgements . You acknowledge that the Company would suffer irreparable harm if you fail to comply with Paragraph 1, and that the Company would be entitled to any appropriate relief, including money damages, equitable relief and attorneys’ fees. You further acknowledge that enforcement of the covenants in Paragraph 1 is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due to the proprietary nature of the business of the Company, the restrictions set forth in Paragraph 1 are reasonable as to geography, duration and scope.
4.      Awards . For purposes of the Plan and any awards thereunder (“ Awards ”), if you engage in conduct in breach of this Agreement prior to or at any time within the one (1) year period after you receive a payment pursuant to any Award, then such conduct shall be deemed to be a breach of the terms of such Award, justifying cancellation or rescission of any such Award, as applicable.
5.      Injunctive Relief . You agree that the Company would suffer irreparable harm if you were to breach, or threaten to breach, any provision of this Agreement and that the Company would, by reason of such breach or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and you further consent and stipulate to the entry of such injunctive relief in such a court prohibiting you from breaching this Agreement. This Paragraph 5 shall not, however, diminish the right of the Company to claim and recover money damages in addition to injunctive relief.
6.      Severability . In the event that any one or more of the provisions of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid or unenforceable shall not in any way affect or impair the validity or enforceability of this Agreement in any other jurisdiction.

	

D-4

Attachment D

7.      Waiver . The failure of Delphi to enforce any terms, provisions or covenants of this Agreement shall not be construed as a waiver of the same or of the right of Delphi to enforce the same. Waiver by Delphi of any breach or default by you (or by any other employee or former employee of Delphi) of any term or provision of this Agreement (or any similar agreement between Delphi and you or any other employee or former employee of Delphi) shall not operate as a waiver of any other breach or default.
8.      Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon Delphi, any successor organization which shall succeed to Delphi by acquisition, merger, consolidation or operation of law, or by acquisition of assets of Delphi and any assigns. You may not assign your obligations under this Agreement.
9.      Disclosure of Existence of Covenants . You agree that while employed by Delphi and for twenty-four (24) months thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to be employed by, associated with or represent.
10.      Notice to Delphi of Prospective Position . You agree that you will promptly notify the Vice President and General Counsel and the Vice President of Human Resources of Delphi if, at any time during your employment or within twenty-four (24) months following the termination of your employment with Delphi, you accept a position to be employed by, associated with or represent any person, firm, association, partnership, corporation or other entity. You further agree that you will provide Delphi with such information as Delphi may request about your new position to allow Delphi to determine whether such position and duties would likely lead to a violation of this Agreement (except that you need not provide any information that would constitute confidential or trade secret information).
11.      No Oral Modification . This Agreement may not be changed orally, but may be changed only in a writing signed by the Employee and a duly authorized representative of Delphi.
12.      Entire Agreement . Although this Agreement sets forth the entire understanding between you and Delphi concerning its subject matter, this Agreement does not impair, diminish, restrict or waive any other restrictive covenant, nondisclosure obligation or confidentiality obligation you may have to Delphi under any other agreement, policy, plan or program of Delphi. You and Delphi represent that, in executing this Agreement, the Employee and Delphi have not relied upon any representations or statements made, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.

	

D-5

Attachment D

13.      Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. The parties hereby irrevocably consent and submit to the jurisdiction of the federal and state courts located within the state of Michigan in any matter arising out of or in connection with, this Agreement.
I, __________________, have executed this Confidentiality and Noninterference Agreement on the respective date set forth below:

Date:	          
(Signature)	

(Type/Print Name)

	

D-6

Exhibit 31.1
CERTIFICATIONS
Certification of Principal Executive Officer
I, Rodney O’Neal, certify that:
		
1.	I have reviewed this quarterly report on Form 10-Q of Delphi Automotive PLC;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
		
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: May 1, 2013

	
		
 	/s/ Rodney O’Neal	
 	Rodney O’Neal	
 	Chief Executive Officer & President	
 	(Principal Executive Officer)	

Exhibit 31.2
CERTIFICATIONS
Certification of Principal Financial Officer
I, Kevin P. Clark, certify that:
		
1.	I have reviewed this quarterly report on Form 10-Q of Delphi Automotive PLC;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
		
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: May 1, 2013

	
		
 	/s/ Kevin P. Clark	
 	Kevin P. Clark	
 	Executive Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Delphi Automotive PLC (the “Company”) for the period ended March 31, 2013 , with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rodney O’Neal, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
		
1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
		
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

Date: May 1, 2013

	
		
 	/s/ Rodney O’Neal	
 	Rodney O’Neal	
 	Chief Executive Officer & President	
 	(Principal Executive Officer)	
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Delphi Automotive PLC (the “Company”) for the period ended March 31, 2013 , with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Clark, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
		
1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
		
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

Date: May 1, 2013

	
		
 	/s/ Kevin P. Clark	
 	Kevin P. Clark	
 	Executive Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.