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) :

February 5, 2013
________________________________________________________________________________________________________________________
Delphi Automotive PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________

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

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

 

		
Item 2.02	Results of Operations and Financial Condition.	
On February 5, 2013, Delphi Automotive PLC (the “Company”) issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 31, 2012. 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 February 5, 2013	

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

	
					
Date:	February 5, 2013	 	DELPHI AUTOMOTIVE PLC	
 	 	 	 	
 	 	 	By:	/s/Kevin P. Clark	
 	 	 	 	Kevin P. Clark	
 	 	 	 	Senior Vice President and Chief Financial Officer	

EXHIBIT INDEX

		
Exhibit	 	
Number	Description	
 	 	
99.1	Press Release dated February 5, 2013	

Exhibit 99.1

DELPHI REPORTS FOURTH QUARTER AND FULL YEAR 2012 FINANCIAL RESULTS

Highlights include:

•	Fourth quarter U.S. GAAP diluted earnings per share of $0.43 ; full year U.S. GAAP diluted earnings per share of $3.33 compared to $2.72 in the prior year	

•	Excluding restructuring and acquisition related costs, fourth quarter earnings of $0.90 per diluted share; full year earnings increased to $3.84 per diluted share, from $2.78 per diluted share in the prior year	

•	Fourth quarter Adjusted EBITDA and Adjusted EBITDA margin of $486 million and 12.9% ; full year 2012 Adjusted EBITDA and Adjusted EBITDA margin of $2,142 million and 13.8% , compared with $2,150 million and 13.4% for the full year of 2011	

•	Full year cash flow from operations of $1.5 billion , an increase of $101 million from the prior year	

•	Completed $403 million of share repurchases in 2012	

GILLINGHAM, England & TROY, Mich. - Delphi Automotive (NYSE: DLPH), a leading global vehicle components manufacturer, today reported fourth quarter 2012 revenues of $3.8 billion , a decrease of 3.4% from the prior year period, the result of further reductions in European production and continued weakness of the Euro and Brazilian Real, partially offset by increases as a result of acquisitions. Adjusted for the impacts of currency exchange, commodity movements, acquisitions and divestitures, revenue decreased by 4% in the fourth quarter.
The Company reported fourth quarter U.S. GAAP net income of $136 million and earnings of $0.43 per diluted share, compared to $290 million and $0.88 per diluted share in the prior year period. The current year quarterly U.S. GAAP results include special items consisting of restructuring-related charges and acquisition-related costs. Excluding these special items, the Company reported adjusted fourth quarter ea rnings of $287 million , or $0.90 per diluted share, compared to adjusted earnings of $299 million , or $0.91 per diluted share in the prior year period.
“Delphi's fourth quarter financial results reflect the continued high level of execution, particularly in the face of a challenging environment in Europe," said Rodney O'Neal, chief executive officer and president. "As expected, European vehicle production levels continued to be weak, and as previously announced, we initiated significant restructuring actions, primarily in Europe, that we believe will provide future benefits. Maintaining and improving our lean operating structure is of paramount importance to us, and we believe better positions Delphi to provide strong results for our shareholders."

Fourth Quarter 2012 Results
The Company reported fourth quarter 2012 revenue of $3.8 billion , a decrease of 4% over the fourth quarter of 2011 , adjusting for currency exchange, commodity movements, acquisitions and divestitures. This reflects solid growth of 11% in Asia, 6% growth in North America and 4% growth in South America, offset by a 18% decline in Europe.
Fourth quarter net income excluding restructuring, asset impairments and acquisition related integration costs ("Adjusted Net Income"), totaled $287 million , or $0.90 per diluted share, which includes the favorable impacts of a lower effective tax rate and share repurchases, partially offset by increased expense resulting from the variable accounting related to the Company's 2010 Long-Term Incentive Plan. Adjusted Net Income in the prior year period was $299 million , or $0.91 per diluted share.
Fourth quarter earnings before depreciation and amortization, interest expense, other income (expense), income tax expense, equity income, restructuring and acquisition integration costs (“Adjusted EBITDA”) was $486 million , compared to $541 million in the prior year period. Adjusted EBITDA margin was 12.9% in the fourth quarter of 2012 , compared with 13.9% in the prior year period. The reduction in Adjusted EBITDA reflects continuing volume reductions in Europe, unfavorable impacts of currency exchange, and $11 million of increased expense resulting from the variable accounting impacts related to the Company's 2010 Long-Term Incentive Plan. Excluding the variable impacts of the 2010 Long-Term Incentive Plan, Adjusted EBITDA margin for the fourth quarter of 2012 was 13.2%.
Interest expense for the fourth quarter totaled $36 million , comparable to $39 million in the prior year period.
A tax benefit of $15 million was recognized in the fourth quarter of 2012, compared to a tax expense of $29 million in the prior year period. The 2012 period reflects lower pretax earnings, the geographic mix of pretax earnings, and the recognition of tax planning initiatives and discrete tax items.

Full Year 2012 Results
The Company reported 2012 revenue of $15.5 billion , essentially flat compared to 2011 , adjusting for currency exchange, commodity movements, acquisitions and divestitures, and reflects growth of 11% in Asia and 6% in North America, partially offset by a 6% decline in Europe and South America, respectively.
The Company reported full year 2012 U.S. GAAP net income of $1.1 billion and earnings of $3.33 per diluted share, compared to $1.1 billion or $2.72 per diluted share in the prior year. Full year 2012 Adjusted Net Income totaled $1,240 million , or $3.84 per diluted share, which includes the favorable impact of share repurchases in 2012 and the unfavorable impact from the variable 2010 Long-Term Incentive Plan, compared to Adjusted Net Income of $1,169 million , or $2.78 per diluted share, in the prior year period.
Full year 2012 Adjusted EBITDA totaled $2,142 million , compared to $2,150 million in the prior year period. Adjusted EBITDA margin for the full year 2012 improved 40 basis points to 13.8% , from 13.4% in the prior year period. Adjusted EBITDA in 2012 reflects strong performance in the Electrical/Electronic Architecture, Powertrain and Electronics and Safety segments, partially offset by lower earnings in our Thermal business segment, the unfavorable impacts of currency exchange, and $64 million of increased expense resulting from the variable accounting impacts related to the Company's 2010 Long-Term Incentive Plan. Excluding the variable impacts of the 2010 Long-Term Incentive Plan, Adjusted EBITDA margin for the full year 2012 was 14.2%.

2

Interest expense for 2012 totaled $136 million , compared to $123 million in the prior year period, primarily reflecting the debt financing incurred at the end of the first quarter of 2011 to redeem the ownership interests previously held by General Motors Company and the Pension Benefit Guaranty Corporation.
Tax expense for 2012 was $212 million , resulting in an effective tax rate of approximately 16% , compared to $305 million , or an effective rate of 20% , in the prior year period. The improvement in 2012 primarily reflects the impacts of the geographic mix of pretax earnings, tax planning initiatives, and the recognition of discrete tax items.
The Company generated net cash flow from operating activities of $1.5 billion in 2012 including approximately $200 million related to the payments of awards under the Company's 2010 Long-Term Incentive Plan, compared to $1.4 billion in the prior year period. Cash flow before financing totaled $827 million compared to $859 million in the prior year period.
As of December 31, 2012 , the Company had cash and cash equivalents of $1.1 billion and access to $1.3 billion in undrawn committed revolving bank facilities, providing the Company with $2.4 billion of total liquidity. Total debt outstanding as of December 31, 2012 was $2.5 billion .

Share Repurchase Program
In 2012 , Delphi's Board of Directors authorized two share repurchase programs in the aggregate amount of $1.05 billion. During the fourth quarter of 2012 Delphi repurchased 2.68 million shares at an average price of $33.81 per share, which totaled approximately $91 million . During the full year 2012 Delphi repurchased 13.42 million shares at an average price of $30.02 per share, which totaled approximately $403 million , leaving approximately $647 million available for future share repurchases. These share repurchases are in addition to approximately $180 million of ownership interest repurchases in the third quarter of 2011. 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.

Restructuring and Integration
In light of continued economic uncertainties, particularly in Europe, we expanded our previously announced restructuring activities from $250 million to approximately $300 million, beginning in the fourth quarter of 2012, that are intended to improve Delphi's industry leading cost structure. We recorded restructuring charges of approximately $170 million in the fourth quarter of 2012, including $15 million of related asset impairments, with the balance expected to be recognized throughout 2013. Approximately 75% of the restructuring costs are in Europe, and include workforce reductions as well as plant closures. These actions are expected to be substantially completed by the end of 2013. Additionally, in the fourth quarter, we recognized $22 million of acquisition advisory and integration costs related to the acquisition of the Motorized Vehicles Division ("MVL") from FCI Group in October 2012.

3

Q1 2013 and Full Year 2013 Outlook
The Company's first quarter and full year 2013 financial guidance is as follows:

			
(in millions, except per share amounts)	Q1
 2013	Full Year
2013	
Adjusted Earnings Per Share	$0.93 - $1.00	$4.12 - $4.38	
Adjusted EBITDA	$515 - $540	$2,325 - $2,425	
Adjusted EBITDA Margin	13.2% - 13.5%	14.4% - 14.6%	
Revenue	$3,900 - $4,000	$16,200 - $16,600	
Depreciation and Amortization	 	$600	
Cash Flow Before Financing	 	$1,000	
Capital Expenditures	 	$750	
Effective Tax Rate	 	16%	
Share Count - Diluted	 	317	
Full year 2013 mid-point earnings per share guidance represents 11% growth year-over-year and assumes global vehicle production increases of 1% and European declines of 4% in 2013.

Conference Call and Webcast
The Company will host a conference call to discuss these results at 10:00 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US domestic) or 706.634.4982 (international) or through a webcast at http://delphi.com/investors. The conference ID number is 88676975. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company's website. A replay will be available two hours following the conference call.

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

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

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

4

DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  

																	
 	 	Three Months Ended	 	Year Ended	
 	 	December 31,	 	December 31,	
 	 	2012	 	2011	 	2012	 	2011	
 	 	(in millions, except
per share amounts)	 	(in millions, except
per share amounts)	
Net sales	 	$	3,767		 	$	3,900		 	$	15,519		 	$	16,041		
Operating expenses:	 		 		 	 	 	 	
Cost of sales	 	3,158		 	3,221		 	12,861		 	13,386		
Selling, general and administrative	 	254		 	234		 	927		 	901		
Amortization	 	24		 	23		 	84		 	79		
Restructuring	 	154		 	11		 	171		 	31		
Total operating expenses	 	3,590		 	3,489		 	14,043		 	14,397		
Operating income	 	177		 	411		 	1,476		 	1,644		
Interest expense	 	(36	)	 	(39	)	 	(136	)	 	(123	)	
Other income (expense), net	 	(10	)	 	(28	)	 	5		 	(15	)	
Income before income taxes and equity income	 	131		 	344		 	1,345		 	1,506		
Income tax benefit (expense)	 	15		 	(29	)	 	(212	)	 	(305	)	
Income before equity income	 	146		 	315		 	1,133		 	1,201		
Equity income (loss), net of tax	 	9		 	(3	)	 	27		 	22		
Net income	 	155		 	312		 	1,160		 	1,223		
Net income attributable to noncontrolling interest	 	19		 	22		 	83		 	78		
Net income attributable to Delphi	 	$	136		 	$	290		 	$	1,077		 	$	1,145		
Diluted net income per share:	 		 		 	 	 	 	
Diluted net income per share attributable to Delphi	 	$	0.43		 	$	0.88		 	$	3.33		 	$	2.72		
Weighted average number of diluted shares outstanding	 	317.38		 	328.34		 	323.29		 	421.26		

5

DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS  

									
 	 	December 31,
2012	 	December 31,
2011	
 	 	(unaudited)	 		
 	 	(in millions)	
ASSETS	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	1,105		 	$	1,363		
Restricted cash	 	8		 	9		
Accounts receivable, net	 	2,425		 	2,459		
Inventories	 	1,066		 	1,054		
Other current assets	 	623		 	616		
Total current assets	 	5,227		 	5,501		
Long-term assets:	 	 	 	 	
Property, net	 	2,860		 	2,315		
Investments in affiliates	 	231		 	257		
Intangible assets, net	 	803		 	588		
Goodwill	 	473		 	8		
Other long-term assets	 	582		 	459		
Total long-term assets	 	4,949		 	3,627		
Total assets	 	$	10,176		 	$	9,128		
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	 	
Current liabilities:	 	 	 	 	
Short-term debt	 	$	140		 	$	107		
Accounts payable	 	2,278		 	2,397		
Accrued liabilities	 	1,241		 	1,208		
Total current liabilities	 	3,659		 	3,712		
Long-term liabilities:	 	 	 	 	
Long-term debt	 	2,324		 	1,996		
Pension benefit obligations	 	929		 	674		
Other long-term liabilities	 	434		 	575		
Total long-term liabilities	 	3,687		 	3,245		
Total liabilities	 	7,346		 	6,957		
Commitments and contingencies	 	 	 	 	
Total Delphi shareholder's equity	 	2,345		 	1,688		
Noncontrolling interest	 	485		 	483		
Total shareholders’ equity	 	2,830		 	2,171		
Total liabilities and shareholders’ equity	 	$	10,176		 	$	9,128		

6

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

									
 	 	Year Ended	
 	 	December 31,	
 	 	2012	 	2011	
 	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	
Net income	 	$	1,160		 	$	1,223		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation and amortization	 	486		 	475		
Deferred income taxes	 	(63	)	 	(36	)	
Income from equity method investments, net of dividends received	 	(1	)	 	(13	)	
Other, net	 	165		 	24		
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable, net	 	198		 	(149	)	
Inventories	 	49		 	(64	)	
Accounts payable	 	(153	)	 	98		
Other, net	 	(294	)	 	(22	)	
Pension contributions	 	(69	)	 	(159	)	
Net cash provided by operating activities	 	1,478		 	1,377		
Cash flows from investing activities:	 	 	 	 	
Capital expenditures	 	(705	)	 	(630	)	
Maturity of time deposits	 	—		 	550		
Proceeds from sale of property / investments	 	20		 	72		
Cost of acquisitions, net of cash acquired	 	(980	)	 	(17	)	
(Increase) decrease in restricted cash	 	1		 	38		
Loans to related parties	 	14		 	(14	)	
Acquisition of minority held shares	 	(16	)	 	—		
Dividends from equity method investments in excess of earnings	 	37		 	—		
Other, net	 	(2	)	 	(9	)	
Net cash used in investing activities	 	(1,631	)	 	(10	)	
Cash flows from financing activities:	 	 	 	 	
(Decrease) increase in short and long-term debt, net	 	345		 	1,689		
Dividend payments of consolidated affiliates to minority shareholders	 	(47	)	 	(43	)	
Repurchase of ordinary shares	 	(403	)	 	—		
Distributions to Delphi equity holders	 	—		 	(93	)	
Redemption of membership interests	 	—		 	(4,747	)	
Net cash used in financing activities	 	(105	)	 	(3,194	)	
Effect of exchange rate fluctuations on cash and cash equivalents	 	—		 	(29	)	
Decrease in cash and cash equivalents	 	(258	)	 	(1,856	)	
Cash and cash equivalents at beginning of period	 	1,363		 	3,219		
Cash and cash equivalents at end of period	 	$	1,105		 	$	1,363		

7

DELPHI AUTOMOTIVE PLC
FOOTNOTES
(unaudited)

1. Segment Summary

																						
 	Three Months Ended	 	Year Ended	
 	December 31,	 	December 31,	
 	2012	 	2011	 	%	 	2012	 	2011	 	%	
 	(in millions)	 	 	 	(in millions)	 	 	
Net sales	 	 	 	 	 	 	 	 	 	 	 	
 Electrical/Electronic Architecture	$	1,766		 	$	1,630		 	8	 %	 	$	6,815		 	$	6,642		 	3	 %	
 Powertrain Systems	1,059		 	1,241		 	(15	)%	 	4,656		 	4,970		 	(6	)%	
 Electronics and Safety	640		 	686		 	(7	)%	 	2,732		 	2,931		 	(7	)%	
 Thermal Systems	349		 	402		 	(13	)%	 	1,541		 	1,755		 	(12	)%	
 Eliminations and Other (a)	(47	)	 	(59	)	 	 	 	(225	)	 	(257	)	 	 	
Net sales	$	3,767		 	$	3,900		 	 	 	$	15,519		 	$	16,041		 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	 	 	 	 	 	 	 	 	 	 	
 Electrical/Electronic Architecture	$	231		 	$	182		 	27	 %	 	$	945		 	$	880		 	7	 %	
 Powertrain Systems	148		 	227		 	(35	)%	 	723		 	722		 	—	 %	
 Electronics and Safety	91		 	92		 	(1	)%	 	363		 	374		 	(3	)%	
 Thermal Systems	16		 	40		 	(60	)%	 	111		 	174		 	(36	)%	
 Eliminations and Other (a)	—		 	—		 	 	 	—		 	—		 	 	
Adjusted EBITDA	$	486		 	$	541		 	 	 	$	2,142		 	$	2,150		 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
(a) Eliminations and Other includes the elimination of inter-segment transactions.	 	 	 	 	

2. Weighted Average Number of Diluted Shares Outstanding
The Company has calculated weighted average number of diluted shares outstanding giving retrospective effect to our corporate conversion (exchange of membership interests for ordinary shares and consummation of the initial public offering). The impact of these transactions on the weighted average number of diluted shares outstanding for the three months and year ended December 31, 2011 follows:

																	
 	 	Three Months Ended	 	Year Ended	
 	 	December 31,	 	December 31,	
 	 	2012	 	2011	 	2012	 	2011	
 	 	(in millions, except per share data)	
Weighted average ordinary shares outstanding as result of the initial public offering	 	n/a	 	328.24		 	n/a	 	328.24		
Redemption of Class A & C membership interests	 	n/a	 	—		 	n/a	 	86.11		
Repurchase of Class B membership interests	 	n/a	 	0.10		 	n/a	 	6.91		
Weighted average ordinary shares outstanding for the period	 	317.38		 	328.34		 	323.29		 	421.26		
 	 	 	 	 	 	 	 	 	
Net income attributable to Delphi	 	$	136		 	$	290		 	$	1,077		 	$	1,145		
Diluted earnings per share	 	$	0.43		 	$	0.88		 	$	3.33		 	$	2.72		

8

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

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

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

																	
Consolidated Adjusted EBITDA	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Year Ended	
 	 	December 31,	 	December 31,	
 	 	2012	 	2011	 	2012	 	2011	
 	 	(in millions)	
Net income attributable to Delphi	 	$	136		 	$	290		 	$	1,077		 	$	1,145		
   Income tax expense	 	(15	)	 	29		 	212		 	305		
   Interest expense	 	36		 	39		 	136		 	123		
   Other income, net	 	10		 	28		 	(5	)	 	15		
   Noncontrolling interest	 	19		 	22		 	83		 	78		
   Equity income, net of tax	 	(9	)	 	3		 	(27	)	 	(22	)	
Operating income	 	177		 	411		 	1,476		 	1,644		
   Depreciation and amortization	 	146		 	119		 	486		 	475		
EBITDA	 	$	323		 	$	530		 	$	1,962		 	$	2,119		
   Restructuring	 	154		 	11		 	171		 	31		
   Other acquisition-related costs	 	9		 	—		 	9		 	—		
Adjusted EBITDA	 	$	486		 	$	541		 	$	2,142		 	$	2,150		

9

	
																								
Segment Adjusted EBITDA	 	 	 	 	 	 	 	 	 	 	 	
(in millions)	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended December 31, 2012	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	127		 	$	79		 	$	(30	)	 	$	1		 	$	—		 	$	177		
   Depreciation and amortization	52		 	48		 	35		 	11		 	—		 	146		
EBITDA	$	179		 	$	127		 	$	5		 	$	12		 	$	—		 	$	323		
   Restructuring	43		 	21		 	86		 	4		 	—		 	154		
   Other acquisition-related costs	9		 	—		 	—		 	—		 	—		 	9		
Adjusted EBITDA	$	231		 	$	148		 	$	91		 	$	16		 	$	—		 	$	486		
 	 	 	 	 	 	 	 	 	 	 	 	
Three Months Ended December 31, 2011	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	144		 	$	172		 	$	64		 	$	31		 	$	—		 	$	411		
   Depreciation and amortization	34		 	51		 	26		 	8		 	—		 	119		
EBITDA	$	178		 	$	223		 	$	90		 	$	39		 	$	—		 	$	530		
   Restructuring	4		 	4		 	2		 	1		 	—		 	11		
   Other acquisition-related costs	—		 	—		 	—		 	—		 	—		 	—		
Adjusted EBITDA	$	182		 	$	227		 	$	92		 	$	40		 	$	—		 	$	541		
 	 	 	 	 	 	 	 	 	 	 	 	
Year Ended December 31, 2012	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	723		 	$	516		 	$	177		 	$	60		 	$	—		 	$	1,476		
   Depreciation and amortization	164		 	182		 	97		 	43		 	—		 	486		
EBITDA	$	887		 	$	698		 	$	274		 	$	103		 	$	—		 	$	1,962		
   Restructuring	49		 	25		 	89		 	8		 	 	 	171		
   Other acquisition-related costs	9		 	—		 	—		 	—		 	—		 	9		
Adjusted EBITDA	$	945		 	$	723		 	$	363		 	$	111		 	$	—		 	$	2,142		
 	 	 	 	 	 	 	 	 	 	 	 	
Year Ended December 31, 2011	Electrical/ Electronic Architecture	 	Powertrain Systems	 	Electronics and Safety	 	Thermal Systems	 	Eliminations and Other	 	Total	
Operating income	$	737		 	$	515		 	$	264		 	$	128		 	$	—		 	$	1,644		
   Depreciation and amortization	131		 	195		 	105		 	44		 	—		 	475		
EBITDA	$	868		 	$	710		 	$	369		 	$	172		 	$	—		 	$	2,119		
   Restructuring	12		 	12		 	5		 	2		 	—		 	31		
   Other acquisition-related costs	—		 	—		 	—		 	—		 	—		 	—		
Adjusted EBITDA	$	880		 	$	722		 	$	374		 	$	174		 	$	—		 	$	2,150		

10

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

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

													
 	Three Months Ended	 	 	 	 	Three Months Ended	
 	December 31, 2012	 	 	 	 	December 31, 2012	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	3,767		 	 	 	 	$	3,767		
Operating expenses:		 	 	 	 	 	
Cost of sales	3,158		 	(15	)	(a)	 	3,138		
 	 	 	(5	)	(b)	 	 	
Selling, general and administrative	254		 	(4	)	(b)	 	250		
Amortization	24		 	 	 	 	24		
Restructuring	154		 	(154	)	(c)	 	—		
Total operating expenses	3,590		 	(178	)	 	 	3,412		
Operating income	177		 	178		 	 	355		
Interest expense	(36	)	 	 	 	 	(36	)	
Other income (expense), net	(10	)	 	13		(d)	 	3		
Income before income taxes and equity income	131		 	191		 	 	322		
Income tax benefit (expense)	15		 	(40	)	(e)	 	(25	)	
Income before equity income	146		 	151		 	 	297		
Equity income, net of tax	9		 	 	 	 	9		
Net income	155		 	151		 	 	306		
Net income attributable to noncontrolling interest	19		 	 	 	 	19		
Net income attributable to Delphi	$	136		 	$	151		 	 	$	287		
Diluted net income per share:		 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	0.43		 	 	 	 	$	0.90		
Weighted average number of diluted shares outstanding	317.38		 	 	 	 	317.38		

		
(a)	Represents the elimination of asset impairments.	
(b)	Represents the elimination of acquisition-related integration costs.	
(c)	Represents the elimination of restructuring charges.	
(d)	Represents the elimination of acquisition-related advisory and transaction costs.	
(e)	Represents the income tax impacts of the adjustments made for restructuring charges, asset impairments and acquisition advisory and integration costs, by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.	

11

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.

													
 	Year Ended	 	 	 	 	Year Ended	
 	December 31, 2012	 	 	 	 	December 31, 2012	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	15,519		 	 	 	 	$	15,519		
Operating expenses:	 	 	 	 	 	 	
Cost of sales	12,861		 	(15	)	(a)	 	12,841		
 	 	 	(5	)	(b)	 	 	
Selling, general and administrative	927		 	(4	)	(b)	 	923		
Amortization	84		 	 	 	 	84		
Restructuring	171		 	(171	)	(c)	 	—		
Total operating expenses	14,043		 	(195	)	 	 	13,848		
Operating income	1,476		 	195		 	 	1,671		
Interest expense	(136	)	 	 	 	 	(136	)	
Other income (expense), net	5		 	13		(d)	 	18		
Income before income taxes and equity income	1,345		 	208		 	 	1,553		
Income tax expense	(212	)	 	(45	)	(e)	 	(257	)	
Income before equity income	1,133		 	163		 	 	1,296		
Equity income, net of tax	27		 	 	 	 	27		
Net income	1,160		 	163		 	 	1,323		
Net income attributable to noncontrolling interest	83		 	 	 	 	83		
Net income attributable to Delphi	$	1,077		 	$	163		 	 	$	1,240		
Diluted net income per share:	 	 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	3.33		 	 	 	 	$	3.84		
Weighted average number of diluted shares outstanding	323.29		 	 	 	 	323.29		

		
(a)	Represents the elimination of asset impairments.	
(b)	Represents the elimination of acquisition-related integration costs.	
(c)	Represents the elimination of restructuring charges.	
(d)	Represents the elimination of acquisition-related advisory and transaction costs.	
(e)	Represents the income tax impacts of the adjustments made for restructuring charges, asset impairments and acquisition advisory and integration costs, by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.	

12

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

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

													
 	Three Months Ended	 	 	 	 	Three Months Ended	
 	December 31, 2011	 	 	 	 	December 31, 2011	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	3,900		 	 	 	 	$	3,900		
Operating expenses:	 	 	 	 	 	 	
Cost of sales	3,221		 	 	 	 	3,221		
Selling, general and administrative	234		 	 	 	 	234		
Amortization	23		 	 	 	 	23		
Restructuring	11		 	(11	)	(a)	 	—		
Total operating expenses	3,489		 	(11	)	 	 	3,478		
Operating income	411		 	11		 	 	422		
Interest expense	(39	)	 	 	 	 	(39	)	
Other income (expense), net	(28	)	 	 	 	 	(28	)	
Income before income taxes and equity income	344		 	11		 	 	355		
Income tax expense	(29	)	 	(2	)	(b)	 	(31	)	
Income before equity income	315		 	9		 	 	324		
Equity loss, net of tax	(3	)	 	 	 	 	(3	)	
Net income	312		 	9		 	 	321		
Net income attributable to noncontrolling interest	22		 	 	 	 	22		
Net income attributable to Delphi	$	290		 	$	9		 	 	$	299		
Diluted net income per share:	 	 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	0.88		 	 	 	 	$	0.91		
Weighted average number of diluted shares outstanding	328.34		 	 	 	 	328.34		

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

13

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.

													
 	Year Ended	 	 	 	 	Year Ended	
 	December 31, 2011	 	 	 	 	December 31, 2011	
 	Actual	 	Adjustments	 	 	Adjusted	
 	(in millions, except per share amounts)	
Net sales	$	16,041		 	 	 	 	$	16,041		
Operating expenses:	 	 	 	 	 	 	
Cost of sales	13,386		 	 	 	 	13,386		
Selling, general and administrative	901		 	 	 	 	901		
Amortization	79		 	 	 	 	79		
Restructuring	31		 	(31	)	(a)	 	—		
Total operating expenses	14,397		 	(31	)	 	 	14,366		
Operating income	1,644		 	31		 	 	1,675		
Interest expense	(123	)	 	 	 	 	(123	)	
Other income (expense), net	(15	)	 	 	 	 	(15	)	
Income before income taxes and equity income	1,506		 	31		 	 	1,537		
Income tax expense	(305	)	 	(7	)	(b)	 	(312	)	
Income before equity income	1,201		 	24		 	 	1,225		
Equity income, net of tax	22		 	 	 	 	22		
Net income	1,223		 	24		 	 	1,247		
Net income attributable to noncontrolling interest	78		 	 	 	 	78		
Net income attributable to Delphi	$	1,145		 	$	24		 	 	$	1,169		
Diluted net income per share:	 	 	 	 	 	 	
Diluted net income per share attributable to Delphi	$	2.72		 	 	 	 	$	2.78		
Weighted average number of diluted shares outstanding	421.26		 	 	 	 	421.26		

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

14

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, adjusted for maturities of time deposits, costs associated with the initial public offering (IPO), and the purchase price of the MVL acquisition. Not all companies use identical calculations of cash flow before financing therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2013 guidance was determined using a consistent manner and methodology.

	
																	
 	 	Three Months Ended	 	Year Ended	
 	 	December 31,	 	December 31,	
 	 	2012	 	2011	 	2012	 	2011	
 	 	(in millions)	 	(in millions)	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
   Net income	 	$	155		 	$	312		 	$	1,160		 	$	1,223		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	
   Depreciation and amortization	 	146		 	119		 	486		 	475		
   Working capital	 	272		 	190		 	94		 	(115	)	
   Pension contributions	 	(27	)	 	(108	)	 	(69	)	 	(159	)	
   Other, net	 	(236	)	 	(45	)	 	(193	)	 	(47	)	
Net cash provided by operating activities	 	310		 	468		 	1,478		 	1,377		
 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
   Capital expenditures	 	(142	)	 	(176	)	 	(705	)	 	(630	)	
   Maturity of time deposits	 	—		 	—		 	—		 	550		
   Cost of MVL acquisition, net of cash acquired	 	(980	)	 	—		 	(980	)	 	—		
   Other, net	 	17		 	(9	)	 	54		 	70		
Net cash used in investing activities	 	(1,105	)	 	(185	)	 	(1,631	)	 	(10	)	
 	 	 	 	 	 		 		
Adjustment for cost of the MVL acquisition, net of cash acquired	 	980		 	—		 	980		 	—		
Adjustment for maturities of time deposits	 	—		 	—		 	—		 	(550	)	
Adjustment for costs associated with initial public offering	 	—		 	42		 	—		 	42		
Cash flow before financing	 	$	185		 	$	325		 	$	827		 	$	859		

INVESTOR CONTACT:
Jack Monti - 248.813.2385
jack.monti@delphi.com

MEDIA CONTACT:
Claudia Piccinin - 248.813.1507
claudia.piccinin@delphi.com

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