0001013594-11-000503.txt : 20111202 0001013594-11-000503.hdr.sgml : 20111202 20111202171955 ACCESSION NUMBER: 0001013594-11-000503 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Delphi Automotive PLC CENTRAL INDEX KEY: 0001521332 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86500 FILM NUMBER: 111241307 BUSINESS ADDRESS: STREET 1: COURTNEY ROAD STREET 2: HOATH WAY CITY: GILLINGHAM, KENT STATE: X0 ZIP: ME8 0RU BUSINESS PHONE: 011-44-163-423-4422 MAIL ADDRESS: STREET 1: COURTNEY ROAD STREET 2: HOATH WAY CITY: GILLINGHAM, KENT STATE: X0 ZIP: ME8 0RU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON & CO INC CENTRAL INDEX KEY: 0001035674 IRS NUMBER: 133796759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129562221 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 delphi13g-120211.htm DECEMBER 2, 2011 delphi13g-120211.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.___)*

Delphi Automotive PLC
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

G27823106
(CUSIP Number)

November 22, 2011
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]Rule 13d-1(b)
[x]Rule 13d-1(c)
[ ]Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on the Following Pages)


 
 
 

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson & Co. Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
51,736,360
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
51,736,360
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
51,736,360
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
15.8%
   
12.
TYPE OF REPORTING PERSON*
   
 
IA


*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Advantage Master Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Caymand Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
877,249
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
877,249
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
877,249
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.3%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Advantage Plus Master Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,435,307
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,435,307
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,435,307
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.4%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Credit Opportunities Master Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
19,290,419
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
19,290,419
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
19,290,419
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.9%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson International Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
5,307,180
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
5,307,180
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,307,180
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.6%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Enhanced Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
15,220,149
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
15,220,149
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
15,220,149
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.6%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Recovery Master Fund Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,382,165
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,382,165
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,382,165
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Partners L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,540,999
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,540,999
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,540,999
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.5%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson Partners Enhanced, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
4,077,624
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
4,077,624
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,077,624
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.2%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
John Paulson
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
51,736,360
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
51,736,360
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
51,736,360
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
15.8%
   
12.
TYPE OF REPORTING PERSON*
   
 
IN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

This Schedule 13G reflects the Shares (as defined below) held by the Reporting Persons (as defined below) as of December 2, 2011.

ITEM 1(a).Name of Issuer:

Delphi automotive PLC (“Issuer”)

Item 1(b).Address of Issuer's Principal Executive Offices:

Courtney Road
Hoath Way
Gillingham, Kent
United Kingdom

Item 2(a).Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G (the "Reporting Persons") are:
 
·  
Paulson & Co. Inc. (“Paulson & Co.”);
·  
Paulson Advantage Master Ltd. (“Advantage Master”);
·  
Paulson Advantage Plus Master Ltd. (“Advantage Plus Master”);
·  
Paulson Credit Opportunities Master Ltd. (“Credit Master”);
·  
Paulson International Ltd. (“International”);
·  
Paulson Enhanced Ltd. (“Enhanced Ltd.”);
·  
Paulson Recovery Master Fund Ltd. (“Recovery Master”);
·  
Paulson Partners L.P. (“Paulson Partners”);
·  
Paulson Partners Enhanced, L.P. (“Enhanced LP”); and
·  
John Paulson
  

Item 2(b).Address of Principal Business Office or, if None, Residence:

Paulson & Co., Paulson Partners, Enhanced LP and John Paulson each have a business address at 1251 Avenue of the Americas, 50th Floor, New York, New York  10020.

Advantage Master, Advantage Plus Master, Credit Master, International, Enhanced Ltd. and Recovery Master each have a business address at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c).Citizenship:

Paulson & Co. is a Delaware corporation.

Each of Advantage Master, Advantage Plus Master, Credit Master, International, Enhanced Ltd. and Recovery Master is a Cayman Islands exempted company.

Each of Paulson Partners and Enhanced LP is a Delaware limited partnership.

John Paulson is a United States citizen.

Item 2(d).Title of Class of Securities

Ordinary Shares, $.01 par value (“Common Stock”)

Item 2(e). CUSIP Number:  G27823106

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.

 
 
 


     
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
     
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
     
(e)
[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
     
(f)
[ ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
     
(g)
[ ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
(h)
[ ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
(i)
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

Item 4.Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Collectively, the Reporting Persons beneficially own 51,736,360 shares of Common Stock representing 15.8% of the outstanding Common Stock of the Issuer.
 
I.
Advantage Master
 
(a)
Amount individually beneficially owned: 877,249
 
(b)
Percent of class: 0.3%
 
(c)
Number of shares of Common Stock as to which Advantage Master has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 877,249 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 877,249 (See Note 1.)

II.
Advantage Plus Master
 
(a)
Amount individually beneficially owned: 1,435,307
 
(b)
Percent of class: 0.4%
 
(c)
Number of shares of Common Stock as to which Advantage Plus Master has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 1,435,307 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 1,435,307 (See Note 1.)

III.
Credit Master
 
(a)
Amount individually beneficially owned: 19,290,419
 
(b)
Percent of class: 5.9%
 
(c)
Number of shares of Common Stock as to which Credit Master has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 19,290,419 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 19,290,419 (See Note 1.)
 
 
 
 
 

 
IV.
International
 
(a)
Amount individually beneficially owned: 5,307,180
 
(b)
Percent of class: 1.6%
 
(c)
Number of shares of Common Stock as to which International has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 5,307,180 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 5,307,180 (See Note 1.)

V.
Enhanced Ltd.
 
(a)
Amount individually beneficially owned: 15,220,149
 
(b)
Percent of class: 4.6%
 
(c)
Number of shares of Common Stock as to which Enhanced Ltd. has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 15,220,149 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 15,220,149 (See Note 1.)

VI.
Recovery Master
 
(a)
Amount individually beneficially owned: 3,382,165
 
(b)
Percent of class: 1.0%
 
(c)
Number of shares of Common Stock as to which Recovery Master has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 3,382,165 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 3,382,165 (See Note 1.)

VII.
Paulson Partners
 
(a)
Amount individually beneficially owned: 1,540,999
 
(b)
Percent of class: 0.5%
 
(c)
Number of shares of Common Stock as to which Paulson Partners has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 1,540,999 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 1,540,999 (See Note 1.)

VIII.
Enhanced LP
 
(a)
Amount individually beneficially owned: 4,077,624
 
(b)
Percent of class: 1.2%
 
(c)
Number of shares of Common Stock as to which Enhanced LP has:

 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 4,077,624 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 4,077,624 (See Note 1.)


 
 
 

IX.
Paulson’s Separately Managed Accounts
 
(a)
Amount individually beneficially owned: 605,268
 
(b)
Percent of class: 0.2%
 
(c)
Number of shares of Common Stock as to which the Separately Managed Accounts hold:
 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 605,268 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 605,268 (See Note 1.)

X.
Paulson & Co.
 
(a)
Amount beneficially owned: 51,736,360
 
(b)
Percent of class: 15.8%
 
(c)
Number of shares of Common Stock as to which Paulson & Co. holds:
 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 51,736,360 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 51,736,360 (See Note 1.)

XI.
John Paulson
 
(a)
Amount beneficially owned: 51,736,360
 
(b)
Percent of class: 15.8%
 
(c)
Number of shares of Common Stock as to which John Paulson holds:
 
(i)
Sole power to vote or direct the vote: 0
 
(ii)
Shared power to vote or direct the vote: 51,736,360 (See Note 1.)
 
(iii)
Sole power to dispose or direct the disposition: 0
 
(iv)
Shared power to dispose or direct the disposition: 51,736,360 (See Note 1.)
 
     Note 1:  Paulson & Co. provides investment management services to Advantage Master, Advantage Plus Master, Credit Master, International, Enhanced Ltd., Recovery Master and the Separately Managed Accounts, and is a general partner of Paulson Partners and Enhanced LP.  John Paulson is the controlling person of Paulson & Co.  Each of the Funds and the Separately Managed Accounts may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock reported in this Schedule 13G with Paulson & Co. and John Paulson.

Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the “Act”), each of the Reporting Persons declare that the filing of this Schedule 13G shall not be construed as an admission that it or he, for purposes of Section 13(d) or 13(g) of the Act, is the beneficial owner of any securities covered by this Schedule 13G.
 
Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.
 

 
 
 
 
Item 8.Identification and Classification of Members of the Group.

See Item 2(a) in lieu of an Exhibit.

Item 9.Notice of Dissolution of Group.

Not applicable.

Item 10.Certification.

By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated:  December 2, 2011

PAULSON & CO. INC.

By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer


PAULSON ADVANTAGE MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON ADVANTAGE PLUS MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON CREDIT OPPORTUNITIES MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer
 

PAULSON INTERNATIONAL LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer



 
 
 

PAULSON ENHANCED LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON RECOVERY MASTER FUND LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON PARTNERS L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON PARTNERS ENHANCED L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
/s/ Stuart L. Merzer
      Stuart L. Merzer, as Attorney-in-Fact
             For John Paulson




 
 
 

EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Delphi Automotive PLC dated as of December 2, 2011 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.


Dated:  December 2, 2011

PAULSON & CO. INC.

By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer


PAULSON ADVANTAGE MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON ADVANTAGE PLUS MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON CREDIT OPPORTUNITIES MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer
 

PAULSON INTERNATIONAL LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer
 
 
 

PAULSON ENHANCED LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON RECOVERY MASTER FUND LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON PARTNERS L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
PAULSON PARTNERS ENHANCED L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer

 
/s/ Stuart L. Merzer
      Stuart L. Merzer, as Attorney-in-Fact
             For John Paulson


 
 
 
EXHIBIT B
 
POWER OF ATTORNEY
 
The undersigned hereby makes, constitutes and appoints Stuart Merzer as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
 
The undersigned also hereby grants to such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.
 
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 29, 2008.
 

/s/ John Paulson
John Paulson


ACKNOWLEDGEMENT IN NEW YORK STATE

STATE OF NEW YORK, COUNTY OF NEW YORK ss.:

On October 29, 2008, before me, the undersigned personally appeared, John Paulson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
/s/ Marsha Rojas
 (signature and office of individual taking acknowledgement)

[Notary Stamp and Seal]