Delphi Reports Fourth Quarter and Full Year 2012 Financial Results

  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

Business Wire

GILLINGHAM, England & TROY, Mich. -- February 5, 2013

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 earnings 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%.

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 December31, 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 December31, 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.

Q1 2013 and Full Year 2013 Outlook

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

                                                        
                                         Q1               Full Year
(in millions, except per share amounts)  2013             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.


DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                                                    
                               Three Months Ended      Year Ended
                               December 31,            December 31,
                               2012       2011        2012        2011
                               (in millions, except    (in millions, except
                               per share amounts)      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           254         234         927          901
administrative
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     131         344         1,345        1,506
and equity income
Income tax benefit (expense)   15         (29     )   (212     )   (305     )
Income before equity income    146         315         1,133        1,201
Equity income (loss), net of   9          (3      )   27          22       
tax
Net income                     155         312         1,160        1,223
Net income attributable to     19         22         83          78       
noncontrolling interest
Net income attributable to     $ 136      $ 290      $ 1,077     $ 1,145  
Delphi
Diluted net income per
share:
Diluted net income per share   $ 0.43     $ 0.88     $ 3.33      $ 2.72   
attributable to Delphi
Weighted average number of     317.38     328.34     323.29      421.26   
diluted shares outstanding


DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS
                                                         
                                             December 31,   December 31,
                                             2012           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


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            (1      )   (13     )
dividends received
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    37          —
earnings
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          (47     )   (43     )
minority shareholders
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    —          (29     )
equivalents
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 


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   $ 1,766     $ 1,630     8   %    $ 6,815      $ 6,642      3   %
Architecture
Powertrain Systems      1,059       1,241       (15 )%   4,656        4,970        (6  )%
Electronics and         640         686         (7  )%   2,732        2,931        (7  )%
Safety
Thermal Systems         349         402         (13 )%   1,541        1,755        (12 )%
Eliminations and        (47     )   (59     )            (225     )   (257     )
Other (a)
Net sales               $ 3,767    $ 3,900             $ 15,519    $ 16,041 
                                                                                   
Adjusted EBITDA
Electrical/Electronic   $ 231       $ 182       27  %    $ 945        $ 880        7   %
Architecture
Powertrain Systems      148         227         (35 )%   723          722          —
Electronics and         91          92          (1  )%   363          374          (3  )%
Safety
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
December31, 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         n/a        328.24     n/a         328.24
initial public offering
Redemption of Class A & C            n/a        —          n/a         86.11
membership interests
Repurchase of Class B membership     n/a        0.10      n/a         6.91
interests
Weighted average ordinary shares     317.38    328.34    323.29     421.26
outstanding for the period
                                                                       
Net income attributable to Delphi    $ 136     $ 290     $ 1,077    $ 1,145
Diluted earnings per share           $ 0.43    $ 0.88    $ 3.33     $ 2.72


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 

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


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                          Three Months
                            Ended                                 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        254                 (4       )  (b)   250
administrative
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),     (10           )     13         (d)   3         
net
Income before income        131                 191               322
taxes and equity income
Income tax benefit          15                 (40      )  (e)   (25       )
(expense)
Income before equity        146                 151               297
income
Equity income, net of tax   9                                   9         
Net income                  155                 151               306
Net income attributable
to noncontrolling           19                                  19        
interest
Net income attributable     $    136           $   151          $  287    
to Delphi
Diluted net income per
share:
Diluted net income per
share attributable to       $    0.43                            $  0.90   
Delphi
Weighted average number
of diluted shares           317.38                               317.38    
outstanding

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


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       927                 (4       )  (b)   923
administrative
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),    5                  13         (d)   18         
net
Income before income       1,345               208               1,553
taxes and equity income
Income tax expense         (212          )     (45      )  (e)   (257       )
Income before equity       1,133               163               1,296
income
Equity income, net of      27                                  27         
tax
Net income                 1,160               163               1,323
Net income attributable
to noncontrolling          83                                  83         
interest
Net income attributable    $    1,077         $   163          $  1,240   
to Delphi
Diluted net income per
share:
Diluted net income per
share attributable to      $    3.33                            $  3.84    
Delphi
Weighted average number
of diluted shares          323.29                               323.29     
outstanding

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


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                          Three Months
                            Ended                                 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        234                                   234
administrative
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),     (28           )                      (28       )
net
Income before income        344                 11                355
taxes and equity income
Income tax expense          (29           )     (2      )   (b)   (31       )
Income before equity        315                 9                 324
income
Equity loss, net of tax     (3            )                      (3        )
Net income                  312                 9                 321
Net income attributable
to noncontrolling           22                                  22        
interest
Net income attributable     $    290           $   9            $  299    
to Delphi
Diluted net income per
share:
Diluted net income per
share attributable to       $    0.88                            $  0.91   
Delphi
Weighted average number
of diluted shares           328.34                               328.34    
outstanding

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


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       901                                   901
administrative
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),    (15           )                      (15        )
net
Income before income       1,506               31                1,537
taxes and equity income
Income tax expense         (305          )     (7       )  (b)   (312       )
Income before equity       1,201               24                1,225
income
Equity income, net of      22                                  22         
tax
Net income                 1,223               24                1,247
Net income attributable
to noncontrolling          78                                  78         
interest
Net income attributable    $    1,145         $   24           $  1,169   
to Delphi
Diluted net income per
share:
Diluted net income per
share attributable to      $    2.72                            $  2.78    
Delphi
Weighted average number
of diluted shares          421.26                               421.26     
outstanding

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

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      310       468      1,478      1,377   
activities
                                                                     
Cash flows from investing
activities:
Capital expenditures                (142   )   (176  )   (705    )   (630    )
Maturity of time deposits           —          —         —           550
Cost of MVL acquisition, net of     (980   )   —         (980    )   —
cash acquired
Other, net                          17        (9    )   54         70      
Net cash used in investing          (1,105 )   (185  )   (1,631  )   (10     )
activities
                                                                     
Adjustment for cost of the MVL      980        —         980         —
acquisition, net of cash acquired
Adjustment for maturities of time   —          —         —           (550    )
deposits
Adjustment for costs associated     —         42       —          42      
with initial public offering
Cash flow before financing          $  185    $ 325    $ 827      $ 859   
                                                                             

Contact:

Delphi Automotive
Media Contact:
Claudia Piccinin, 248.813.1507
claudia.piccinin@delphi.com
Investor Contact:
Jack Monti, 248.813.2385
jack.monti@delphi.com