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

FORM 8-K
________________________________________________________________________________________________________________________

CURRENT REPORT

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

April 24, 2014 
________________________________________________________________________________________________________________________
Delphi Automotive PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________

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

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

 

		
Item 2.02	Results of Operations and Financial Condition.	
On April 24, 2014 , Delphi Automotive PLC (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2014 . A copy of the press release is attached as an exhibit and is incorporated herein by reference. The press release and teleconference visual presentation are available on the Company’s website at www.delphi.com .
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

		
Item 9.01	Financial Statements and Exhibits.	

	
		
(d)  Exhibits.	
 	 	
99.1	Press Release dated April 24, 2014	

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

	
					
Date:	April 24, 2014	 	DELPHI AUTOMOTIVE PLC	
 	 	 	 	
 	 	 	By:	/s/Kevin P. Clark	
 	 	 	 	Kevin P. Clark	
 	 	 	 	Executive Vice President and Chief Financial Officer	

EXHIBIT INDEX

		
Exhibit	 	
Number	Description	
 	 	
99.1	Press Release dated April 24, 2014	

Exhibit 99.1

DELPHI REPORTS FIRST QUARTER 2014 FINANCIAL RESULTS

GILLINGHAM, England - Delphi Automotive PLC (NYSE: DLPH), a leading global vehicle components manufacturer, today reported first quarter 2014 U.S. GAAP earnings of $1.04 per diluted share. Excluding special items, earnings increased 12% to $1.20 per diluted share.
Highlights include:
		
•	Revenue of $4.3 billion , up 6%	
		
•	U.S. GAAP diluted earnings per share of $1.04 , up 18%	
		
◦	Excluding special items, earnings of $1.20 per diluted share, up 12%	
		
•	Adjusted Operating Income of $483 million , up 12%	
		
◦	Adjusted Operating Income margin of 11.3% , up 60 basis points	
		
•	Generated $136 million of cash from operations	
		
•	Share repurchases and dividends of $234 million	

“Overall, Delphi had an outstanding first quarter of 2014, with strong earnings on revenue growth that was in-line with our expectations," said Rodney O'Neal, chief executive officer and president. "We believe we are well-positioned for the remainder of 2014."

First Quarter 2014 Results
The Company reported first quarter 2014 revenues of $4.3 billion , an increase of 6% from the prior year period, reflecting continued strong growth in Asia and North America. Adjusted for the impacts of currency exchange, commodity movements, acquisitions and divestitures, revenue also increased by 6% in the first quarter. This reflects growth of 12% in Asia, 8% in North America and 2% in Europe, partially offset by declines of 9% in South America.
The Company reported first quarter U.S. GAAP net income of $320 million and earnings of $1.04 per diluted share, compared to $276 million and $0.88 per diluted share in the prior year period. First quarter net income excluding special items consisting of restructuring-related charges, acquisition-related integration costs and losses on extinguishment of debt ("Adjusted Net Income"), totaled $368 million , or $1.20 per diluted share, which includes the unfavorable impact of an increased effective tax rate as well as the favorable impact of a reduced share count. Adjusted Net Income in the prior year period was $336 million , or $1.07 per diluted share.
First quarter earnings before interest expense, other income (expense), income tax expense, restructuring, acquisition-related integration costs and equity income (loss) ("Adjusted Operating Income") was $483 million , compared to $431 million in the prior year period. Adjusted Operating Income margin increased 60 basis points in the first quarter of 2014 to 11.3% , compared with 10.7% in the prior year period. The increase in Adjusted Operating Income reflects the continued strong performance and growth of our businesses in Asia and North America, as well as the benefits of our on-going European restructuring programs initiated over the past 15 months. Depreciation and amortization expense totaled $145 million in the first quarter, compared to $131 million in the prior year period.

Exhibit 99.1

Interest expense for the first quarter totaled $35 million , comparable to $36 million in the prior year period. Additionally, both the first quarter of 2014 and 2013 included net losses on the extinguishment of debt totaling $34 million and $39 million, respectively.
Tax expense in the first quarter of 2014 was $75 million , resulting in an effective tax rate of approximately 18% , compared to $37 million , or an effective rate of 11% , in the prior year period. The increase reflects higher pretax earnings, as well as the geographic mix of pretax earnings, and the favorable impact of discrete items recorded in the prior year period.
The Company generated net cash flow from operating activities of $136 million in the first quarter of 2014 , compared to $149 million in the prior year period. As of March 31, 2014 , the Company had cash and cash equivalents of $1 billion and access to $1.5 billion in undrawn committed revolving bank facilities, and total debt of $2.4 billion .

Increase of Quarterly Cash Dividend
On January 14, 2014, Delphi's Board of Directors approved an increase in the annual dividend rate paid on its ordinary shares from $0.68 to $1 per ordinary share, and declared a quarterly cash dividend of $0.25 per ordinary share to shareholders of record at the close of business on February 18, 2014. On February 27, 2014, $77 million was paid to shareholders of record as of February 18, 2014.

Share Repurchase Program
During the first quarter of 2014 , Delphi repurchased 2.38 million shares for approximately $157 million under its existing $750 million share repurchase program, leaving approximately $33 million available for future share repurchases under this program. As previously disclosed, the Company's Board of Directors also authorized a new $1 billion share repurchase program, which will commence following the completion of the existing program. 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.

Q2 2014 and Full Year 2014 Outlook
The Company's second quarter and full year 2014 financial guidance is as follows:

				
(in millions, except per share amounts)	Q2
2014	Previous
Full Year 2014	Current
Full Year 2014	
Revenue	$4,375 - $4,475	$17,200 - $17,600	$17,200 - $17,600	
Adjusted Operating Income	$525 - $550	$1,950 - $2,050	$1,975 - $2,050	
Adjusted Operating Income Margin	12.0% - 12.3%	11.3% - 11.6%	11.5% - 11.6%	
Adjusted Earnings Per Share	$1.27 - $1.35	$4.70 - $4.95	$4.80 - $5.00	
Cash Flow Before Financing	 	$1,100	$1,100	
Capital Expenditures	 	$800	$800	
Depreciation and Amortization	 	$600	$600	
Adjusted Effective Tax Rate	 	18%	18%	
Share Count - Diluted	 	309	306	
Full year 2014 mid-point earnings per share guidance represents 11% growth year-over-year, and assumes global vehicle production increases of 2%.

2

Exhibit 99.1

Conference Call and Webcast
The Company will host a conference call to discuss these results at 9:00 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US domestic) or 706.634.4982 (international) or through a webcast at http://investor.delphi.com/ . The conference ID number is 24590424. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company's website. A replay will be available two hours following the conference call.

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

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

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

3

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)  

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2014	 	2013	
 	 	(in millions, except
per share amounts)	
Net sales	 	$	4,276		 	$	4,024		
Operating expenses:	 		 		
Cost of sales	 	3,508		 	3,339		
Selling, general and administrative	 	261		 	230		
Amortization	 	26		 	26		
Restructuring	 	22		 	32		
Total operating expenses	 	3,817		 	3,627		
Operating income	 	459		 	397		
Interest expense	 	(35	)	 	(36	)	
Other expense, net	 	(16	)	 	(34	)	
Income before income taxes and equity income	 	408		 	327		
Income tax expense	 	(75	)	 	(37	)	
Income before equity income	 	333		 	290		
Equity income, net of tax	 	8		 	8		
Net income	 	341		 	298		
Net income attributable to noncontrolling interest	 	21		 	22		
Net income attributable to Delphi	 	$	320		 	$	276		
Diluted net income per share:	 		 		
Diluted net income per share attributable to Delphi	 	$	1.04		 	$	0.88		
Weighted average number of diluted shares outstanding	 	306.89		 	315.36		
 	 	 	 	 	
Cash dividends declared per share	 	$	0.25		 	$	0.17		

4

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS  

									
 	 	March 31,
2014	 	December 31,
2013	
 	 	(unaudited)	 		
 	 	(in millions)	
ASSETS	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	978		 	$	1,389		
Restricted cash	 	7		 	4		
Accounts receivable, net	 	3,066		 	2,662		
Inventories	 	1,235		 	1,093		
Other current assets	 	594		 	604		
Total current assets	 	5,880		 	5,752		
Long-term assets:	 	 	 	 	
Property, net	 	3,251		 	3,216		
Investments in affiliates	 	229		 	234		
Intangible assets, net	 	696		 	723		
Goodwill	 	494		 	496		
Other long-term assets	 	632		 	626		
Total long-term assets	 	5,302		 	5,295		
Total assets	 	$	11,182		 	$	11,047		
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	
Current liabilities:	 	 	 	 	
Short-term debt	 	$	31		 	$	61		
Accounts payable	 	2,681		 	2,595		
Accrued liabilities	 	1,218		 	1,238		
Total current liabilities	 	3,930		 	3,894		
Long-term liabilities:	 	 	 	 	
Long-term debt	 	2,418		 	2,351		
Pension benefit obligations	 	958		 	959		
Other long-term liabilities	 	382		 	409		
Total long-term liabilities	 	3,758		 	3,719		
Total liabilities	 	7,688		 	7,613		
Commitments and contingencies	 	 	 	 	
Total Delphi shareholder's equity	 	2,961		 	2,911		
Noncontrolling interest	 	533		 	523		
Total shareholders’ equity	 	3,494		 	3,434		
Total liabilities and shareholders’ equity	 	$	11,182		 	$	11,047		

5

Exhibit 99.1

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

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2014	 	2013	
 	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	
Net income	 	$	341		 	$	298		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation and amortization	 	145		 	131		
Deferred income taxes	 	8		 	(2	)	
Income from equity method investments, net of dividends received	 	2		 	1		
Loss on extinguishment of debt	 	34		 	39		
Other, net	 	13		 	30		
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable, net	 	(404	)	 	(370	)	
Inventories	 	(142	)	 	(82	)	
Accounts payable	 	218		 	194		
Other, net	 	(55	)	 	(71	)	
Pension contributions	 	(24	)	 	(19	)	
Net cash provided by operating activities	 	136		 	149		
Cash flows from investing activities:	 	 	 	 	
Capital expenditures	 	(298	)	 	(213	)	
Proceeds from sale of property / investments	 	1		 	2		
Cost of business and technology acquisitions, net of cash acquired	 	—		 	2		
(Increase) decrease in restricted cash	 	(3	)	 	4		
Net cash used in investing activities	 	(300	)	 	(205	)	
Cash flows from financing activities:	 	 	 	 	
Increase (decrease) in short and long-term debt, net	 	4		 	(19	)	
Dividend payments of consolidated affiliates to minority shareholders	 	(7	)	 	(8	)	
Repurchase of ordinary shares	 	(153	)	 	(122	)	
Distribution of cash dividends	 	(77	)	 	(53	)	
Taxes withheld and paid on employees' restricted share awards	 	(8	)	 	(14	)	
Net cash used in financing activities	 	(241	)	 	(216	)	
Effect of exchange rate fluctuations on cash and cash equivalents	 	(6	)	 	(3	)	
Decrease in cash and cash equivalents	 	(411	)	 	(275	)	
Cash and cash equivalents at beginning of period	 	1,389		 	1,105		
Cash and cash equivalents at end of period	 	$	978		 	$	830		

6

Exhibit 99.1

DELPHI AUTOMOTIVE PLC
FOOTNOTES
(unaudited)

1. Segment Summary

											
 	Three Months Ended	
 	March 31,	
 	2014	 	2013	 	%	
 	(in millions)	 	 	
Net sales	 	 	 	 	 	
 Electrical/Electronic Architecture	$	2,111		 	$	1,921		 	10	 %	
 Powertrain Systems	1,104		 	1,107		 	—	 %	
 Electronics and Safety	730		 	693		 	5	 %	
 Thermal Systems	389		 	360		 	8	 %	
 Eliminations and Other (a)	(58	)	 	(57	)	 	 	
Net sales	$	4,276		 	$	4,024		 	 	
 	 	 	 	 	 	
Adjusted Operating Income	 	 	 	 	 	
 Electrical/Electronic Architecture	$	273		 	$	231		 	18	 %	
 Powertrain Systems	115		 	114		 	1	 %	
 Electronics and Safety	83		 	72		 	15	 %	
 Thermal Systems	12		 	14		 	(14	)%	
 Eliminations and Other (a)	—		 	—		 	 	
Adjusted Operating Income	$	483		 	$	431		 	 	
 	 	 	 	 	 	
(a) Eliminations and Other includes the elimination of inter-segment transactions.	

2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Delphi for the three months ended March 31, 2014 and 2013 :

									
 	 	Three Months Ended March 31,	
 	 	2014	 	2013	
 	 	(in millions, except per share data)	
Weighted average ordinary shares outstanding, basic	 	305.85		 	314.68		
Dilutive shares related to RSUs	 	1.04		 	0.68		
Weighted average ordinary shares outstanding, including dilutive shares	 	306.89		 	315.36		
Net income per share attributable to Delphi:	 	 	 	 	
Basic	 	$	1.05		 	$	0.88		
Diluted	 	$	1.04		 	$	0.88		

7

Exhibit 99.1

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

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

Adjusted Operating Income : Adjusted Operating Income is presented as a supplemental measure of the Company's performance which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Adjusted Operating Income is defined as net income (loss) before interest expense, other income (expense), net, income tax expense, restructuring, acquisition-related integration costs and equity income (loss), net of tax. Not all companies use identical calculations of Adjusted Operating Income therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2014 guidance was determined using a consistent manner and methodology.

									
Consolidated Adjusted Operating Income	 	 	 	 	
 	 	Three Months Ended	
 	 	March 31,	
 	 	2014	 	2013	
 	 	(in millions)	
Net income attributable to Delphi	 	$	320		 	$	276		
   Income tax expense	 	75		 	37		
   Interest expense	 	35		 	36		
   Other expense, net	 	16		 	34		
   Noncontrolling interest	 	21		 	22		
   Equity income, net of tax	 	(8	)	 	(8	)	
Operating income	 	459		 	397		
   Restructuring	 	22		 	32		
   Other acquisition-related costs	 	2		 	2		
Adjusted Operating Income	 	$	483		 	$	431		

8

Exhibit 99.1

	
																								
Segment Adjusted Operating Income	 	 	 	 	 	 	 	 	 	 	 	
(in millions)	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended March 31, 2014	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	258		 	$	113		 	$	77		 	$	11		 	$	—		 	$	459		
   Restructuring	13		 	2		 	6		 	1		 	—		 	22		
   Other acquisition-related costs	2		 	—		 	—		 	—		 	—		 	2		
Adjusted operating income	$	273		 	$	115		 	$	83		 	$	12		 	$	—		 	$	483		
 	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended March 31, 2013	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	218		 	$	106		 	$	61		 	$	12		 	$	—		 	$	397		
   Restructuring	11		 	8		 	11		 	2		 	—		 	32		
   Other acquisition-related costs	2		 	—		 	—		 	—		 	—		 	2		
Adjusted operating income	$	231		 	$	114		 	$	72		 	$	14		 	$	—		 	$	431		

9

Exhibit 99.1

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

Adjusted Net Income and Adjusted Net Income Per Share: Management believes adjusted net income and adjusted net income per share, which are non-GAAP measures, are useful in evaluating the ongoing operating performance of the Company. Adjusted Net Income is defined as net income (loss) before restructuring, acquisition-related integration costs and debt extinguishment costs. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2014 guidance was determined using a consistent manner and methodology.

	
									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2014	 	2013	
 	 	(in millions, except per share amounts)	
Net income attributable to Delphi	 	$	320		 	$	276		
Adjusting items:	 	 	 	 	
   Restructuring charges	 	22		 	32		
Acquisition-related integration costs	 	2		 	2		
Debt extinguishment costs	 	34		 	39		
Tax impact of adjusting items (a)	 	(10	)	 	(13	)	
Adjusted net income attributable to Delphi	 	$	368		 	$	336		
 	 	 	 	 	
Weighted average number of diluted shares outstanding	 	306.89		 	315.36		
Diluted net income per share attributable to Delphi	 	$	1.04		 	$	0.88		
Adjusted net income per share	 	$	1.20		 	$	1.07		

		
(a)	Represents the income tax impacts of the adjustments made for restructuring charges, acquisition-related integration costs and debt extinguishment costs, by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.	

10

Exhibit 99.1

Cash flow before financing: Cash flow before financing is presented as a supplemental measure of the Company's liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Cash flow before financing is defined as cash provided by (used in) operating activities plus cash provided by (used in) investing activities. Not all companies use identical calculations of cash flow before financing therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2014 guidance was determined using a consistent manner and methodology.

									
 	 	Three Months Ended	
 	 	March 31,	
 	 	2014	 	2013	
 	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	
   Net income	 	$	341		 	$	298		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
   Depreciation and amortization	 	145		 	131		
   Working capital	 	(328	)	 	(258	)	
   Pension contributions	 	(24	)	 	(19	)	
   Other, net	 	2		 	(3	)	
Net cash provided by operating activities	 	136		 	149		
 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	
   Capital expenditures	 	(298	)	 	(213	)	
   Other, net	 	(2	)	 	8		
Net cash used in investing activities	 	(300	)	 	(205	)	
 	 	 	 	 	
Cash flow before financing	 	$	(164	)	 	$	(56	)	

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

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

11