UNITED STATES DISTRICT COURT DELPHI AUTOMOTIVE … · 2:15-cv-13966-GAD-DRG Doc # 31-2 Filed...

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

DELPHI AUTOMOTIVE PLC,

Plaintiff,

v.

JOHN P. ABSMEIER

Defendant.

KIENBAUM OPPERWALL HARDY & PELTONP.L.C. Theodore R. Opperwall (P313 7 4) William B. Forrest III (P60311) Thomas J. Davis (P78626) 280 N. Old Woodward Ave., Suite 400 Birmingham, MI 48009 (248) 645-0000 Counsel for Plaintiff

Case No. 2:15-cv-13966-GAD-DRG

Hon. Gershwin A. Drain

Magistrate Judge David R. Grand

I

SHEPP ARD, MULLIN, RICHTER & HAMPTONLLP John D. Collins (California bar 45055) Matthew W. Holder (California bar 217619) Travis J. Anderson (California bar 265540) 12275 El Camino Real, Suite 200 San Diego, CA 92130 (858) 720-8900

-and-

FOSTER SWIFT COLLINS & SMITH PC Michael R. Blum (P39976) Seth A. Drucker (P65641) 32300 Northwestern Hwy., Suite 230 Farmington Hills, MI 48334 (248) 539-9900 Counsel for Defendant

DECLARATION OF JOHN ABSMEIER IN SUPPORT OF OPPOSITION TO PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION

SMRH:474259196.4 -1-DECLARATION OF JOHN P. ABSME!ER

2:15-cv-13966-GAD-DRG Doc # 31-2 Filed 01/11/16 Pg 1 of 49 Pg ID 557

6jek1

Exhibit A

I, John P. Absmeier, pursuant to 28 U.S.C. section 1746, hereby declare as

follows:

1. I make this declaration based on my personal knowledge of the facts

stated herein, and I am able to testify under oath as to these facts if called upon to

do so.

2. At no time in my entire life have I ever lived in Michigan.

3. I was born, raised, and lived in California from 197 4 until I went to

college in 1994. I first began working for Delphi on a full-time basis in 1999 while

I obtained an advanced degree from the University of California, Berkeley. From

1999 through 2001, I worked for Delphi while living in California and attending

graduate school in California (I spent the summer between school years working

for Delphi in Indiana). From 2001 through 2003, I was employed by Delphi as a

lead engineer based in Indiana. From 2003 through 2005, I worked in New York

as a lead resident engineer. Although I lived in New York from 2003 through

2005, I have not lived in New York since 2005. From 2005 through 2006, Delphi

relocated me to Mountain View, California, where I worked as a project manager.

In 2006, I bought a home in Ventura, California, which I then sold in 2011. From

2006 until 2012, I worked for Delphi in Shanghai, China.

SMRH:474259196.4 -2-DECLARATION OF JOHN P. ABSMEIER


4. In November 2012, Delphi sent me back to California, where I

remained working for Delphi until November 11, 2015. From November 2012 to

September 2013, I lived in Santa Cruz, California. From September 2013 through

the present, I have lived in Capitola, California. As for where I worked, from

November 2012 through April 2013, my Delphi office was located at 950

Deguigne Dr., Sunnyvale, California, 94085. From May 2013 through November

11, 2015, my Delphi office was located at 2522 Leghorn Street, Mountain View,

California, 94043. From November 2012 through June 2014, my primary job

responsibilities were to establish, develop, and manage "Delphi Labs @ Silicon

Valley." My job title was "Director of Delphi Labs@ Silicon Valley."

5. In June 2014, I was promoted to the position of "Director of Delphi

Labs @ Silicon Valley and Global Automated Vehicle Business Development."

My focus continued to be on managing and growing Delphi Labs @ Silicon

Valley, and generally expanding Delphi's presence in California and in the

Automated Vehicle sector. This also included hiring and developing the young

team of software and systems engineers at Delphi Labs @ Silicon Valley, the

majority of whom came from and were recruited from Silicon Valley.

Approximately 90% of my work from June 2014 through the end of my

employment focused on growing this team and developing the technology at

Delphi Labs @ Silicon Valley, as well as facilitating relationships with potential

,., SMRH:474259196.4 -.)-

DECLARATION OF JOHN P. ABSMEIER


customers, partners, and other ventures, mostly in and around the Silicon Valley

reg10n. Only a small portion of my work consisted of developing Delphi's

international automated vehicle business strategy, subject to the approval of upper

management. My work location for that portion of my duties was my same office

at Delphi Labs @ Silicon Valley.

6. On June 27, 2014, I signed Delphi's Confidentiality and

Noninterference Agreement. Delphi emailed the agreement to me for signature. I

was in California at the time I viewed this email from my portable work computer.

I opened the email, and opened the attachment containing the agreement. I then

"signed" the agreement by affixing an image of my signature onto the electronic

version of the agreement. I then emailed the signed copy of the agreement back to

Delphi. I did all of this while in California.

7. There was no negotiation of the June 27 Confidentiality and

Noninterference Agreement. Rather, Delphi presented it to me by email and

instructed me to sign it. Based on my experience, I was certain that if I did not

sign the agreement, or delayed signing the agreement, Delphi's human resources

personnel would pressure me to sign and return it, and Delphi's upper management

would regard me with suspicion, which would hinder my career advancement at

Delphi. My understanding was that signing this agreement was a condition for my

ongoing successful employment with Delphi.

SMRH:4 74259196.4 -4-DECLARATION OF JOHN P. ABSME!ER


8. On March 5, 2015, I signed two additional Confidentiality and

Noninterference Agreements from Delphi. Delphi emailed these agreements to me

for signature. While sitting in my Delphi office in Mountain View, California, I

opened the email and clicked on the link. The link connected to electronic copies

of the agreements, and asked me to click to accept them. I electronically affirmed

that I accepted them, and my electronic signature was affixed to the agreements.

Again, I did all of this from my office in Mountain View, California, using my

work computer. As with the first agreement, there were no negotiations of these

agreements - I was simply told by Delphi to sign them.

9. As previously stated, based on my experience, I was certain that if I

did not sign the two March 5 Confidentiality and Non-Interference Agreements, or

delayed signing them, Delphi's human resources personnel would pressure me to

sign and return them, and Delphi's upper management would regard me with

suspicion, which would hinder my career advancement at Delphi. My

understanding was that signing these agreements was a condition for my ongoing

successful employment.

10. Since at least June 27, 2014, the vast majority of my time spent

working for Delphi has been in California. From June 27, 2014, through my last

day of work with Delphi on November 11, 2015, I took a total of eight trips to



Michigan, which totaled 28 days including time spent traveling to and from

Michigan. During this period of time, I never worked in New York.

11. I have read the declaration of John F. Bingham submitted by Delphi in

support of its motion for a preliminary injunction. Mr. Bingham's declaration

references multiple downloading activities from my Delphi work computer onto

three external hard drives. Mr. Bingham's declaration also references two deletion

activities pertaining to two of those hard drives. In order to address the events

described in Mr. Bingham's declaration, below I describe the general practice I

followed while a Delphi employee of backing up files from my work computer

onto external hard drives. I also address the specific downloading events in

question, as well as the circumstances surrounding the two deletion activities

which occurred the morning ofNovember 11, 2015.

12. For more than a decade, it has been my practice to periodically back

up my emails on my Delphi Outlook email account, and also back up the files

stored on my Delphi computer hard drive.

13. As for the emails, I would generally back them up approximately

every three months, and whenever my Outlook email account reached maximum

capacity. I did so because when my Outlook account reached capacity, the system

would cease allowing me to send or receive additional emails until I reduced the

number of emails on the system. To do this, I would copy and paste virtually all of

SMRH:474259!96.4 -6-DECLARATION OF JOHN P. ABSMEIER


my emails from the email account to my Delphi computer hard drive in a subfolder

within the "My Documents" folder. Once the copying was completed, I would

delete from the email account those emails that I had backed up.

14. It was also my practice to save documents onto my Delphi computer

hard drive, in the folder titled "My Documents" (the same folder I saved my email

to). I did this because my computer had problems interfacing with Delphi's central

servers because of firewall issues while working at a remote site. This made it

exceedingly difficult and time-consuming to save and access documents from

Delphi's central servers. To avoid this problem, I would save and access

documents I created to and from my computer hard drive, while also utilizing

email to send and receive documents. This server problem was well known to

Delphi, as I had asked it to be fixed on multiple occasions.

15. As with my emails, I would back up the files on my work computer

approximately every three months, or when the work computer hard drive

approached capacity. I did this for two reasons. First, it ensured that if something

happened to the work computer (e.g., it gets corrupted, or becomes lost or stolen),

Delphi and I would have a backup of the data. Second, just as my email account

would periodically reach capacity, so too would my work computer hard drive

approach capacity, requiring me to back up the files to an external hard drive

before deleting some of the older files on the computer hard drive. To perform the

SMRH:4 74259196.4 -7-DECLARATION OF JOHN P. ABSMEIER


back up, I would copy and paste the "My Documents" folder or its contents from

the computer onto an external hard drive. I would also sometimes delete prior

copies of the "My Documents" folder contained on the external hard drive in order

to make room for the updated "My Documents" folder.

16. The "My Documents" folder on my work computer, which in tum

would be saved to an external hard drive, also included a large number of personal

photos (numbering in the thousands), mostly taken during vacations with my wife.

In addition, I had other personal files (also numbering in the thousands), such as

tax related files or other personal business or financial files, in the "My

Documents" folder. I consider these files to be my private and personal property.

17. During my time at Delphi Labs@ Silicon Valley, I used external hard

drives to perform the periodic file back up for my work computer. Most recently, I

used two Delphi external hard drives for the periodic back ups. I kept these two

drives at my Delphi office. These two hard drives are a Western Digital My

Passport 0820, with Serial Number: 575836314131354554375854 (the "First

Drive") and a Western Digital My Passport 0820, with Serial Number:

575854314538343348595254 (the "Second Drive").

18. Paragraphs 3(a) of Mr. Bingham's declaration states that on May 14,

2015, approximately 25,692 files and folders were downloaded from my work

computer onto the First Drive. Paragraph 3(b) of Mr. Bingham's declaration states

SMRH:474259196.4 -8-DECLARATION OF JOHN P. ABSMEJER


that on October 15, 2015, 47,380 files and folder were downloaded from my work

computer onto the Second Drive. These two download events reflect my regular

back up activities, as previously described.

19. In 2015, I stopped using my Delphi work laptop computer, and began

exclusively using a Microsoft Surface tablet computer provided to me by Delphi.

On or around that same time, I used an additional external hard drive (the "Third

Drive") and backed up all the files contained on my old Delphi laptop computer

onto it. I did this so that Delphi and I would have a complete copy of the data in

case something happened to the old laptop (e.g., it gets corrupted, recycled, etc.),

and so that the data could be readily transferred to the new tablet computer. In

approximately the summer or fall of 2015, the computer was repurposed and given

to another employee at Delphi Labs @ Silicon Valley for his use. As with the

other backups, the backup of the old laptop contained thousands of pictures and

files which were private and unrelated to my work at Delphi, and my personal

property.

20. In the summer of 2015, I had periodic contacts with executives at

Samsung, some of whom expressed interest in hiring me. The executives at

Samsung told me they were looking to hire someone to review Samsung's

intellectual property, as well as the various companies and ventures that Samsung

was investing in, and determine how this could be leveraged to create new



businesses for Samsung in the smart machines technology space. In early October,

Samsung verbally offered me a job as the "Senior Director of Smart Machines." I

explained that while I appreciated the offer from Samsung, I was at that time

inclined to stay with Delphi.

21. On October 23, 2015, I received an email from Samsung containing

another employment offer, this time in writing. The offer stated that, if accepted, I

would become the "Senior Director for Samsung Strategy and Innovation Center,"

working out of Samsung's facility in Menlo Park, California, with a start date of

November 30, 2015. The offer also included a compensation package significantly

higher than the verbal offer conveyed to me in early October. On October 27,

2015, I received a revised offer letter. The only difference between this letter and

the first was that the new letter specified I would be working for Samsung

Semiconductor, Inc., whereas the earlier letter had not specified the Samsung

entity I would be working for. While I appreciated this second offer, I viewed the

"Senior Director" role as a step down from my position at Delphi. I conveyed this

to Samsung soon after receiving the offer and also told Samsung that I was leaning

toward staying with Delphi at that time.

22. In light of the enhanced offer from Samsung, as well as other

employment offers and inquiries I had received from other California companies, I

more seriously contemplated the possibility of leaving Delphi. To that end I



decided I needed to back up the "My Documents" folder from my work computer

onto an external drive that belonged to me, in order to have a separate copy of my

personal and private files in case I decided to leave Delphi. So, on or about

October 28, 2015, I copied the "My Documents" folder from my computer onto a

personal external hard drive, a Western Digital My Passport 07 40, with Serial

Number: 575854314543304a53434539 (the "Fourth Drive"). I believe that this

backup activity is the same activity identified in paragraph 3(c) of Bingham's

declaration, which states that on October 28, 2015, a large number of files and

folders from my work computer were downloaded onto the Fourth Drive.

Although I understood the "My Documents" folder included work files in addition

to personal files, I believed that if and when the time came to leave Delphi, I would

have the opportunity during the exit process to transmit the work files to Delphi

from the Fourth Drive, while retaining a copy of my personal files.

23. Several days later, I also copied the "My Documents" folder onto one

of the two Delphi external hard drives which I kept at my Delphi office. I did this

because, if and when I left Delphi, I wanted to make sure that Delphi had the work

related files on an external hard drive, so that I could readily provide them to

whomever Delphi selected to take over my job duties as part of the transition

process. I believe that this backup activity is the same activity identified in

paragraph 3(d) of Bingham's declaration, which states that on November 3, 2015,



39,171 files and folders from my work computer were downloaded onto the First

Drive.

24. I have reviewed paragraph 10 of the Declaration of Katherine Winter,

submitted in support of Delphi's motion for preliminary injunction. That

paragraph inaccurately describes a conversation I had with her on October 30,

2015. During that call, I first shared with her that I had recently received

employment opportunities from several firms. I disclosed that I had received an

offer to be the CEO of a California technology startup company. I also shared that

I had received an offer to become a partner at a California venture capital firm. I

further informed her I had received an employment offer from Samsung which was

"too good to ignore." I never told Winter I would be in charge of "all things

automotive" for Samsung, or words to that effect. I did not discuss with Winter

whether I believed Samsung was a "competitor" as defined by the Confidentiality

and Noninterference Agreements. I did not discuss those agreements with Winter

at all.

25. Indeed, at no time during my employment with Delphi did I ever

consider Samsung to be a competitor of Delphi's, let alone a direct competitor. I

also believed that Delphi did not view Samsung as a competitor. For example,

page 8 of Delphi's 2014 Annual Report lists whom Delphi viewed as a competitor

in each of its four operating segments: electrical/electronic architecture; powertrain



systems; electronics and safety; and thermal systems. Samsung is not identified as

a competitor in any of these categories. Attached as Exhibit A is a copy of an

excerpt from Delphi's 2014 Annual Report, which is publicly available on

Delphi's website. 1

26. Throughout my employment with Delphi, I viewed Samsung as a

potential customer and business partner of Delphi's. I also believed that Delphi

viewed Samsung as a potential supplier and collaborator. Samsung's request to

visit Delphi Labs @ Silicon Valley, and subsequent visit (an event that is only

partially described in paragraph ll(a) of the Declaration of Katherine Winter) is

illustrative:

a. On May 2, 2015, I was contacted by Samsung and informed

that Samsung's CEO would like to take a ride in the self-

driving prototype car at Delphi Labs @ Silicon Valley. By

then, Delphi had provided numerous technology companies,

automotive companies, members of the media, investors,

industry analysts, and government officials with rides in this

car, and I did not view it as unusual or troubling that Samsung's

1 Notably, Delphi's 2014 annual report identifies the California company "Bosch Group" as a Delphi competitor in powertrain systems, as well as in electronics and safety. In the spring of 2015, Delphi hired one of Bosch's California executives, Dr. Gary O'Brien, to be Delphi's Electronics and Safety's Global Advanced Engineering Director, working out of Delphi Labs@ Silicon Valley.



SMRH:474259 I 96.4

CEO also wanted a ride. On the contrary, I viewed this request

as another positive development in Delphi's effort to be

recognized as a leader in the field of autonomous driving

technology, and a potential supplier of this technology to other

companies. However, Samsung's CEO wanted to ride in the

car on May 5, 2015, a mere three days later. This was too short

a time to prepare the car, the facility, and obtain upper

management approval for a visitor of that magnitude. It was

also standard protocol to have a technology firm such as

Samsung first sign a non-disclosure agreement before riding in

the car. So, I told Samsung that we would not be able to

accommodate his visit on May 5. I then relayed this to

Katherine Winter, who approved.

b. In June 2015, Samsung and Delphi entered into a non

disclosure agreement in order to explore "a possible future

business relationship between the parties ... relating to wireless

connectivity, advanced driver assistance systems and automated

driving." This non-disclosure agreement was signed by

Katherine Winter. Attached as Exhibit B to this declaration is

a copy of the nondisclosure agreement between Samsung and

-14-DECLARATION OF JOHN P. ABS MEIER


Delphi. After this agreement was entered into, Delphi arranged

for Samsung's President to take a ride in the self-driving

prototype car, and tour the facilities at Delphi Labs @ Silicon

Valley.

27. On November 8, 2015, I received another employment offer letter by

email from Samsung. This letter stated that my position would be "Vice President,

Smart Machines Initiative, Samsung Strategy and Innovation Center." On

November 10, 2015, I decided to accept this second employment offer from

Samsung. That same day, I notified Delphi that I would be resigning and gave

them my two-weeks' notice. Attached as Exhibit C is a true and correct copy of

my resignation letter. Later that day, I spoke on the phone with Jugal Vijay,

Delphi senior vice president and president of Delphi Electronics & Safety. Vijay

asked me whether I would be willing to stay on a few weeks longer than indicated

in my resignation letter, in order to help Delphi facilitate the transition at Delphi

Labs @ Silicon Valley. I told him I would be willing to do whatever Delphi

needed, and that he could let me know how much extra time Delphi wanted me to

stay. Vijay said he would let me know.

28. On November 11, 2015, at 7:00 a.m., I attended a previously

scheduled meeting at Delphi's Silicon Valley office with Michael Poszar, Delphi's

Vice President of Electronic Controls. Also in attendance was Suzanne Wagner,



Human Resources Manager at Delphi Electronics and Safety. Poszar thanked me

for my service to Delphi, and said he was disappointed I was leaving, but that he

understood. After this conversation, Poszar told me I would be separately meeting

with Wagner and Sue Suver, Delphi's Senior Vice President and Chief Human

Resources Officer, and that I would be leaving Delphi's premises that day.

29. At approximately 7:30 a.m., Wagner and I left the conference room

where the meeting took place, and proceeded to my office, where I called Suver.

With Suver on speaker phone, and Wagner in my office, Suver informed me that

the rest of my exit and transition process, including the return of any other Delphi

related items which I had in my car or at home, would take place remotely. I then

explained to both of them that my work computer, along with two external drives

in my office (the First Drive and the Second Drive), contained my personal photos

and other files, along with Delphi files. I then asked permission from them to

delete my personal photos and files from the work computer and the external

drives, and both Suver and Wagner told me I could do so. With Wagner observing

me, I proceeded to delete my personal photos and personal files from the computer

and the two external drives. Before deleting each folder, I asked Wagner if it was

okay for me to delete, and she assured me that it was. These deletions occurred

roughly between 7:45 a.m. and 8:00 a.m. that morning. I only deleted my

personal, private photos and files. I also turned over my work phone to Wagner at



that time. I then left my office and left the building. I did not take the work

computer or the two external drives with me - they remained in my office. I have

not been back to Delphi Labs @ Silicon Valley since that time. Nor have I

accessed the work computer, the Ffrst and Second Drives, or the work phone since

then.

30. Paragraph 4(a) of Bingham's declaration states that on November 11,

2015, between 7:49 a.m. and 7:57 a.m., approximately 34,504 files and folders

were deleted from the First Drive. Paragraph 4(b) of Bingham's declaration states

that during this same period of time, approximately 2,043 files and folders were

deleted from the Second Drive. I believe these deletion events reflect my deletion

of personal files and folders, done with the approval of Suver and Wagner, as

detailed in the preceding paragraph of this declaration.

31. Either later that day (November 11, 2015) or the following morning, I

spoke over the phone with Suzanne Wagner, and asked if she would send me a

copy of my personal pictures contained on the work phone. Ms. Wagner first told

me she needed to obtain upper-management approval. She then contacted me

again and informed me that she had been approved to retrieve the pictures from my

phone and send them to me, at which point I verbally provided her with the

password to the phone, which I still remembered at that time.

SMRH:4 74259196.4 -17-DECLARATION OF JOHN P. ABSMEIER


32. On November 12, 2015, Delphi served me m California with the

summons and original complaint in this action.

33. On November 17, 2015, as part of the remote exit process directed by

Delphi, I sent by mail to Suzanne Wagner a variety of items relating to my work

for Delphi that I had accumulated over the many trips, relocations, and years spent

working for Delphi. I specifically sent Wagner the following items containing

Delphi documents and/or files: ten external thumb drives, one legal pad, and

eleven hardcopy notebooks. I also returned a miscellaneous assortment of Delphi

materials, including additional hardcopy files, keys and IDs. Attached as Exhibit

D is a written inventory of the items I mailed to Delphi.

34. I did not send to Delphi the Third Drive or the Fourth Drive. As

stated earlier, Delphi did not purchase these drives for me, and they contained large

volumes of personal data, including tens of thousands of photos and other private

and personal files. However, they also contained Delphi-related files. Since my

employment at Delphi ended, I have not viewed, printed, deleted, or transmitted

any of the Delphi-related files contained on the Third and Fourth Drives.

35. From November 18, 2015, to November 27, 2015, I was on vacation

with my wife in Hawaii.

36. On November 28, 2015 (the day after I returned from my vacation), at

the direction of my counsel, I took the Third Drive and Fourth Drive to UPS and

SMRI-1:474259196.4 -18-DECLARATION OF JOHN P. ABSMEIER


directed UPS to deliver both drives to Ray Lo at FTI Consulting, Inc. ("FTI") in

San Francisco, California. I have not seen or accessed those drives since that time.

37. On information and belief, on December 1, 2015, counsel for Delphi

asked my counsel for the password to the Delphi work phone. By that time I could

no longer recall the password for the phone. The password was complex, at least

eight or nine digits, and included a minimum of one upper-case letter, one lower

case letter, one number, and one non-alpha-numeric symbol. In recent years, I

have used a number of different core passwords, which I regularly rotate and vary,

and I am not sure which of these (or variations thereof) would be the password for

the Delphi work phone. I believe that I could determine which password applies to

the phone if given the opportunity to try a number of different possible passwords.

However, I did not want to provide Delphi with a list of all my possible passwords,

as this would encompass the passwords I use for all of my personal accounts,

including bank accounts and credit card accounts. I still do not remember which

password applies to the Delphi work phone.

38. Paragraph 5 of Bingham's declaration refers to a Dropbox.com

account with the user id: [email protected]. That reflects my personal

Dropbox account which, as detailed herein, was turned over to FTI on December

18, 2015. By way of background, I have had this account with Drop box since

approximately 2013. Drop box allows users to store and share files online. I used



my account to send or receive files that were too large to send through email. I

never used my Dropbox account to share confidential Delphi information, and I

often used my Dropbox account to send or receive files that were personal and not

related to my work for Delphi. By the time I stopped working for Delphi on

November 11, 2015, my Dropbox account contained a number of twelve Delphi

related files (including one ZIP file), none of which were confidential and internal

to Delphi. I have not transmitted these files to anyone at Samsung, and I do not

have any other electronic copies or hard copies of these files, other than the copies

residing on the Dropbox account (which, as detailed in the next paragraph, I no

longer have access to). My Drop box account also contains a number of personal

and private files, which account for the majority of the files on the account.

Although I originally registered the Dropbox account with my Delphi email

address for convenience, Delphi did not instruct me to open the account, and did

not pay for the account. I view the account as my personal account, which I also

used to transmit files for work purposes when there were no feasible alternatives.

39. Since December 18, 2015, I have not accessed my Dropbox Account.

On information and belief, FTI has changed the password to this Dropbox Account

and I no longer know the password for this account. I have not attempted to access

the Dropbox account since December 18, 2015, nor do I have any intention of

doing so.



40. On December 22, 2015, I recalled additional electronic devices in my

possession that may contain Delphi-related files. By way of background, when I

returned from Shanghai, China in November 2012, I brought two old computers,

and four additional hard drives. These were then stored in my garage and I have

not attempted to electronically access them in years. I do not know whether they

contain Delphi-related files, or whether they can even be accessed. I also have had

a tablet device that I would occasionally use to take notes related to work. I have

not reviewed those notes since my termination from Delphi, and I have not kept

any other copies of those notes. As directed by counsel, on December 29, 2015, I

provided all of these devices to a courier with instructions to deliver them to Ray

Lo at FTI in San Francisco. I have not accessed or attempted to access these

computers, hard drives, or tablet since giving them to the courier.

41. On December 29 and 30, 2015, I conducted a series of word searches

on my personal Gmail account (email account) for the purpose of locating all

Delphi work-related emails contained on my Gmail account and generated during

my employment with Delphi. While I do not believe these emails contain

confidential information, I have not separately reviewed each one, and as directed

by counsel I searched for them and saved them to a separate folder on my Gmail

account titled "Delphi." On information and belief, on January 4, 2015, FTI

accessed my Gmail account, downloaded and preserved all of the emails contained



in the "Delphi" folder, and erased tl;ie folder from my Gmail account. To the best

of my knowledge, I no longer have access to any of my Delphi work-related emails

generated during my employment with Delphi, and I have done everything in my

power to ensure I no longer have access to such emails.

42. Since at least November 18, 2015, I have not viewed, printed, deleted,

or transmitted any confidential information relating to Delphi or the work I

performed for Delphi. I no longer have access to any Delphi files or hard copy

documents. I no longer have access to any files or hard copy documents related to

the work I performed for Delphi. At no time have I ever disclosed to Samsung any

confidential information relating to Delphi or the work I performed for Delphi

(except as permitted by Delphi pursuant to the non-disclosure agreement between

Delphi and Samsung, as previously detailed). I do not intend to disclose to anyone,

including but not limited to Samsung, any confidential or proprietary Delphi

information. I have not disclosed such information to anyone smce my

employment at Delphi ended.

43. On November 30, 2015, I started work at Samsung. I have been

working for Samsung in California since that date. Since that time, it has become

clear to me that my primary focus will be guiding Samsung in the development of

smart technology based on Samsung's existing portfolio of intellectual property, as

well as through investments and partnerships with other companies. Samsung has



not asked me to use or disclose any confidential or proprietary information

received while at Delphi. On the contrary, Samsung has directed me on multiple

occasions to refrain from using or disclosing any confidential or proprietary

information received while at Delphi. By way of example, attached as Exhibit E

is a true and correct copy of an email I received from my superior at Samsung

instructing me not to use or disclose any confidential or proprietary information

obtained while at Delphi. I have no intention of using Delphi's confidential,

proprietary, and/or trade secret information. I have no intention of disclosing

Delphi's confidential, proprietary, and/or trade secret information to Samsung or

anyone else.

44. I take my obligations to not use or disclose Delphi's confidential,

proprietary, and/or trade secret information seriously. This is why I have taken

steps to return all Delphi information, and otherwise ensure that I do not have

access to any Delphi information that could even arguably be deemed confidential

and/or proprietary. That is why, through counsel, I have asked Delphi to inspect

the files now stored with FTI, identify all such files belonging to Delphi, and have

them sent to Delphi and erased from my accounts and electronic devices. To my

knowledge, they have not done so.

45. I am the sole earner of income for my household. The cost of living

in the Silicon Valley region, including real estate prices, is very expensive and one

SMRH:474259196.4 -23-DECLARA TJON OF JOHN P. ABSMEIER


of the highest in the country. My only employment is with Samsung. I currently

pay a monthly mortgage on my home, along with other monthly debts. It would be

a serious hardship to lose my employment with Samsung, or have my employment

suspended for a number of months. I need my employment income to pay my

monthly debts and provide for myself and my wife, and we do not have enough in

savings to pay those debts for multiple months in the absence of my employment

income. My wife and I are also expecting a child in the next si,x to seven months,

whom I also will need to provide for.

I declare under penalty of pe1jury that the foregoing is true and correct.

Executed on January 2016

John P. Absmeier

SMRH:4 74259 l 96.4 -24-DLCLAkAT!ON OF JOllN P. AnSME!EH


futur .


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

IBJ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014 OR

0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Jersey

For the transition period from ___ to ___ .

Commission file number: 001-35346

DELPHI AUTOMOTIVE PLC

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

98-1029562 (I.R.S. Employer

Identification No.)

Courteney Road Hoath Way

Gillingham, Kent MES ORU United Kingdom

(Address of principal executive offices)

011-44-163-423-4422 (Registrant's telephone number, including area code)

Securities registered pursuant to Section l 2(b) of the Act:

Title of class Name of Each Exchange on which Registered New York Stock Exchange Ordinary Shares. $0.01 par value per share

Securities registered pursuant to Section l 2(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes l~l. No D.

Indicate by check mark ifthe registrant is not required to file reports pursuantto Section I3 or Section 15(d) of the Act. Yes D. No~-

Indicate by check mark whether the registrant(!) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes !Kl. No D.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes IBJ. No D.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. IBJ.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer IBJ. Accelerated filer D. Non-accelerated filer D. Smaller reporting company D.

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes D. No IBJ.

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was $20,575,754,910 (based on the closing sale price of the registrant's ordinary shares on that date as reported on the New York Stock Exchange).

The number of the registrant's ordinary shares outstanding, $0.01 par value per share as of January 30, 2015, was 290,279,017.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement related to the 2014 Annual Shareholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form I 0-K.


Item I.

Supplementary Item.

Item IA.

Item IB.

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

Item 10.

Item I I.

Item I2.

Item 13.

Item 14.

Item I5.

DELPHI AUTOMOTIVE PLC

INDEX

Page

Part I

Business 4

Executive Officers of the Registrant I2

Risk Factors I4

Unresolved Staff Comments 23

Properties 24

Legal Proceedings 24

Mine Safety Disclosure 25

Part II

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity 26 Securities

Selected Financial Data 29

Management's Discussion and Analysis of Financial Condition and Results of Operations 3 I

Quantitative and Qualitative Disclosures About Market Risk 6I

Financial Statements and Supplementary Data 63

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure I26

Controls and Procedures I26

Other Information I26

Part III

Directors, Executive Officers and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions and Director Independence

Principal Accounting Fees and Services

Part IV

Exhibits, Financial Statement Schedules

2

I27

127

127

127

I27

I28


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K, including the exhibits being filed as part of this report, as well as other statements made by Delphi Automotive PLC ("Delphi," the "Company," "we," "us" and "our"), contain forward-looking statements that reflect, when made, the Company's current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company's operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forwardlooking statements. All statements that address future operating, financial or business performance or the Company's strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "outlook" or "continue," and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global economic conditions, including conditions affecting the credit market; the cyclical nature of automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material integral to the Company's products; the Company's ability to maintain contracts that are critical to its operations; the ability of the Company to integrate and realize the benefits ofrecent acquisitions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers, and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions "Risk Factors" and "Management's Discussion and 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. Delphi disclaims any intention or obligation to update or revise any forwardlooking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

3


PART I ITEM 1. BUSINESS

"Delphi," the "Company," "we," "us" and "our" refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May I 9, 20I I, together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales ("Delphi Automotive LLP") which was formed on August I 9, 2009 for the purpose of acquiring certain assets and subsidiaries of the former Delphi Corporation, and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company's initial public offering on November 22, 20I I. The former Delphi Corporation (now known as DPH Holdings Corp. ("DPHH")) and, as the context may require, its subsidiaries and affiliates, are also referred to herein as "Old Delphi."

We are a leading global vehicle components manufacturer and provide electrical and electronic, powertrain, active safety and thermal technology solutions to the global automotive and commercial vehicle markets. We are one of the largest vehicle component manufacturers, and our customers include all 25 of the largest automotive original equipment manufacturers ("OEMs") in the world. We operate I29 major manufacturing facilities and I5 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from low cost countries. We have a presence in 33 countries and have over 20,000 scientists, engineers and technicians focused on developing market relevant product solutions for our customers. In line with the growth in emerging markets, we have been increasing our focus on these markets, particularly China, where we have a major manufacturing base, including investments in 5 new manufacturing facilities since 20 I 2, and strong customer relationships.

Website Access to Company's Reports

Delphi's internet website address is www.delphi.com. Our Annual Reports on Form IO-K, quarterly reports on Form IOQ, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or I5(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC").

Our History

In October 2005, Old Delphi and certain of its United States ("U.S.") subsidiaries filed voluntary petitions for reorganization relief under Chapter I I of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). Old Delphi's non-U.S. subsidiaries, which were not included in the Chapter I I Filings, continued their business operations without supervision from the Bankruptcy Court and were not subject to the requirements of the Bankruptcy Code. On October 6, 2009 (the "Acquisition Date"), Delphi Automotive LLP acquired the major portion of the business of Old Delphi and issued membership interests to a group of investors consisting of certain lenders to Old Delphi, General Motors Company ("GM") and the Pension Benefit Guaranty Corporation (the "PBGC"). On March 3 I, 20 I I, all of the outstanding Class A and Class C membership interests held by GM and the PBGC were redeemed, respectively, for approximately $4.4 billion.

On May I9, 20II, Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no operations prior to its initial public offering. On November 22, 20 I I, in conjunction with the completion of its initial public offering by the selling shareholders, all of the outstanding equity of Delphi Automotive LLP was exchanged by its equity holders for ordinary shares in Delphi Automotive PLC. As a result, Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC.

Our Company

We believe the automotive industry is being shaped by increasing government regulations for vehicle safety, fuel efficiency and emissions control, as well as rapidly increasing consumer demand for connectivity. These industry mega-trends, which we refer to as "Safe," "Green" and "Connected," are driving higher growth in products that address these trends than growth in the automotive industry overall. We have organized our business into four diversified segments, which enable us to develop solutions and manufacture highly-engineered products that enable our customers to respond to these mega-trends:

Electrical I Electronic Architecture-This segment provides complete design of the vehicle's electrical architecture, including connectors, wiring assemblies and harnesses, electrical centers and hybrid high voltage and safety distribution systems. Our products provide the critical electrical and electronics backbone that supports increased vehicle content and electrification, reduced emissions and higher fuel economy through weight savings.

Powertrain Systems-This segment provides systems integration of full end-to-end gasoline and diesel engine management systems including fuel handling, fuel injection, combustion, electronic controls, test and validation capabilities, aftermarket, and original equipment services. We design solutions to optimize powertrain power and performance while helping our customers meet new emissions and fuel economy regulations.

4


Electronics and Safery-This segment provides critical components, systems and advanced software for passenger safety, security, comfort and infotainment, as well as vehicle operation, including body controls, reception systems, infotainment and connectivity systems, hybrid vehicle power electronics, passive and active safety electronics, displays and mechatronics. Our products integrate and optimize electronic content, which improves fuel economy, reduces emissions, increases safety and provides occupant infotainment and connectivity.

Thermal Systems-This segment provides powertrain cooling and heating, ventilating and air conditioning ("HVAC") systems, such as compressors, systems and controls, and heat exchangers for the vehicle markets. Our products improve the efficiency by which the powertrain and cabin temperatures are managed, which are critical factors in achieving increased fuel economy, reduced emissions and occupant comfort.

Financial Information about Business Segments

We operate our core business along four operating segments, which are grouped on the basis of similar product, market, and operating factors.

Net Sales by Segment

Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012

Net Sales % of Total Net Sales % of Total Net Sales % of Total

(in millions, excluding percentages)

Electrical/Electronic Architecture ........................ $ 8,274 48 % $ 7,972 48 % $ 6,815 44 %

Powertrain Systems .............................................. 4,575 27% 4,424 27% 4,656 30 %

Electronics and Safety .......................................... 2,859 17% 2,830 17% 2,732 18 %

Thermal Systems .................................................. 1,556 9% 1,468 9% 1,541 10%

Eliminations and Other ......................................... (241) (1)% (231) (!)% (225) (2)%

Total ................................................................... $ 17,023 $ 16,463 $ 15,519

Refer to Results of Operations by Segment in Item 7. Management's Discussion and Analysis and Note 23. Segment Reporting of the notes to the consolidated financial statements, included in Item 8. Financial Statements and Supplementary Data of this Annual Report for further financial information about business segments.

Our business is diversified across end-markets, regions, customers, vehicle platforms and products. Our customer base includes all 25 of the largest automotive OEMs in the world, and in 2014, 23% of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial growth. Our eight largest platforms in 2014 were with five different OEMs. In addition, in 2014 our products were found in 19 of the 20 top-selling vehicle models in the United States, in 18 of the 20 top-selling vehicle models in Europe and in 17 of the 20 top-selling vehicle models in China. We have diversified our business into the commercial vehicle market, which is typically on a different business cycle than the light vehicle market. In addition, approximately 6% of our 2014 net sales were to the aftermarket, which meets the ongoing need for replacement parts required for vehicle servicing.

We have established a worldwide design and manufacturing footprint with a regional service model that enables us to efficiently and effectively serve our global customers from low cost countries. This regional model is structured primarily to service the North American market from Mexico, the South American market from Brazil, the European market from Eastern Europe and North Africa, and the Asia Pacific market from China. Our global scale and regional service model enables us to engineer globally and execute regionally to serve the largest OEMs, which are seeking suppliers that can serve them on a worldwide basis. Our footprint also enables us to adapt to the regional design variations the global OEMs require and serve the emerging market OEMs.

Our Industry

The automotive parts industry provides components, systems, subsystems and modules to OEMs for the manufacture of new vehicles, as well as to the aftermarket for use as replacement parts for current production and older vehicles. Overall, we expect long-term growth of vehicle sales and production in the OEM market. In 2013 and 2014, the industry saw increased global customer sales and production schedules. However, while OEM vehicle production in North America and Asia Pacific has continued to grow, production in Europe and South America continues to be impacted by the economic uncertainties in these regions. Vehicle production increased by only 2% in Europe, and decreased by 17% in South America in 2014 as compared to 2013. Demand for automotive parts in the OEM market is generally a function of the number of new vehicles produced, which is primarily driven by macro-economic factors such as credit availability, interest rates, fuel prices, consumer confidence, employment and other trends. Although OEM demand is tied to actual vehicle production, participants in the automotive parts industry also have the opportunity to grow through increasing product content per vehicle by further penetrating business with existing customers and in existing markets, gaining new customers and increasing their presence in

5


global markets. We believe that as a company with a global presence and advanced technology, engineering, manufacturing and customer support capabilities, we are well-positioned to benefit from these opportunities.

We believe that continuously increasing societal demands have created the three "mega-trends" that serve as the basis for the next wave of market-driven automotive technology advancement. Our challenge is to continue developing leading edge technology focused on addressing these mega-trends, and apply that technology toward products with sustainable margins that enable our customers, both OEMs and others, to produce distinctive market-leading products. We have identified a core portfolio of products that draw on our technical strengths and align with these mega-trends where we believe we can provide differentiation to our automotive, commercial vehicle and aftermarket customers.

Safe. The first mega-trend, "Safe," represents technologies aimed not just at protecting vehicle occupants when a crash occurs, but those that actually proactively reduce the risk of a crash occurring. OEMs continue to focus on improving occupant and pedestrian safety in order to meet increasingly stringent regulatory requirements in various markets, such as a recent regulation issued by the U.S. National Highway Traffic Safety Administration that will require rear view cameras in all vehicles with a gross vehicle weight ofless than 10,000 pounds that are manufactured on or after May 1, 2018. As a result, suppliers are focused on developing technologies aimed at protecting vehicle occupants when a crash occurs, as well as advanced driver assistance systems that reduce driver distractions and automated safety features that proactively mitigate the risk of a crash occurring. Examples of new and alternative technologies that incorporate sophisticated detection and advanced software for collision avoidance include lane departure warning systems, adaptive cruise control and automatic braking.

Green. The second mega-trend, "Green," represents technologies designed to help reduce emissions, increase fuel economy and minimize the environmental impact of vehicles. Green is a key mega-trend today because of the convergence of several issues: climate change, volatility in oil prices, an increasing number of vehicles in use worldwide and recent and pending regulation in the U.S. and overseas regarding fuel economy and carbon dioxide emissions. OEMs continue to focus on improving fuel efficiency and reducing emissions in order to meet increasingly stringent regulatory requirements in various markets. On a worldwide basis, the relevant authorities in the European Union, the United States, China, India, Japan, Brazil, South Korea and Argentina have already instituted regulations requiring further reductions in emissions and/or increased fuel economy through 2016. In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through 2020 and beyond. Based on the current regulatory environment, we believe that OEMs including those in the U.S. and China, will be subject to requirements for even greater reductions in C02 emissions over the next ten years. These standards will require meaningful innovation as OEMs and suppliers are forced to find ways to improve thermal management, engine management, electrical power consumption, vehicle weight and integration of alternative powertrains (e.g., electric/hybrid propulsion). As a result, suppliers are developing innovations that result in significant improvements in fuel economy, emissions and performance from gasoline and diesel internal combustion engines, and permit engine downsizing without loss of performance. At the same time, suppliers are also developing and marketing new and alternative technologies that support hybrid vehicles, electric vehicles and fuel cell products to improve fuel economy and emissions.

Connected. The third mega-trend, "Connected," represents technologies designed to seamlessly integrate the highly complex electronic world in which automotive consumers live into the cars they drive, so that time in a vehicle is more productive and enjoyable. The technology content of vehicles continues to increase as consumers demand greater safety, personalization, infotainment, productivity and convenience while driving. Also with increased smart phone usage in vehicles, driver distractions can be dramatically increased, which in turn results in greater risk of accidents. Delphi's My Fi suite of infotainment products seamlessly integrate smart phones with vehicles allowing greater connectivity to the devices and cloud based content and services. Delphi's MyFi then couples active safety products to monitor the environment inside and outside the vehicle to help enable connectivity in a safer environment. Coupled with alerts, audio commands and responses, driver awareness can be enhanced and increased connectivity enabled.

We expect these mega-trends to continue to create growth and opportunity for us. We believe we are well-positioned to provide solutions and products to OEMs to expand the electronic and technological content of their vehicles. We also believe electronics integration, which generally refers to products and systems that combine integrated circuits, software algorithms, sensor technologies and mechanical components within the vehicle will allow OEMs to achieve substantial reductions in weight and mechanical complexity, resulting in easier assembly, enhanced fuel economy, improved emissions control and better vehicle performance. We have formed a Technology Advisory Council, a panel of prominent global technology thought leaders, to guide our product strategies and investments in technology with a focus on developing advanced technologies to drive growth within these mega-trends.

6


Standardization of Sourcing by OEMs

Many OEMs are adopting global vehicle platforms to increase standardization, reduce per unit cost and increase capital efficiency and profitability. As a result, OEMs are selecting suppliers that have the capability to manufacture products on a worldwide basis as well as the flexibility to adapt to regional variations. Suppliers with global scale and strong design, engineering and manufacturing capabilities, are best positioned to benefit from this trend. OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce costs. As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers. Suppliers that can provide fullyengineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.

Shorter Product Development Cycles

As a result of government regulations and customer preferences, OEMs are requiring suppliers to respond faster with new designs and product innovations. While these trends are more prevalent in mature markets, the emerging markets are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets. Suppliers with strong technologies, robust global engineering and development capabilities will be best positioned to meet OEM demands for rapid innovation.

Products

Our organizational structure and management reporting support the management of these core product lines:

Electrical/Electronic Architecture. This segment offers complete electrical and electronic architectures for our customer-specific needs that help reduce production cost, weight and mass, and improve reliability and ease of assembly.

High quality connectors are engineered primarily for use in the automotive and related markets, but also have applications in the aerospace, military and telematics sectors.

Electrical centers provide centralized electrical power and signal distribution and all of the associated circuit protection and switching devices, thereby optimizing the overall vehicle electrical system.

Distribution systems, including hybrid high voltage and safety systems, are integrated into one optimized vehicle electrical system that can utilize smaller cable and gauge sizes and ultra-thin wall insulation (which product line makes up approximately 34%, 36% and 37% of our total revenue for the years ended December 31, 2014, 2013 and 2012, respectively).

Powertrain Systems. This segment offers high quality products for complete engine management systems ("EMS") and products to help optimize performance, emissions and fuel economy.

The gasoline EMS portfolio features fuel injection and air/fuel control, valvetrain, ignition, sensors and actuators, transmission control products, and powertrain electronic control modules with software, algorithms and calibration.

The diesel EMS product line offers high quality common rail fuel injection system technologies including diesel injection equipment, system integration, calibration, electronics, and emission control solutions.

The Powertrain Systems segment also supplies integrated fuel handling systems for gasoline, diesel, flexfuel and biofuel configurations, and innovative evaporative emissions systems that are recognized as industry-leading technologies.

We also include aftermarket and original equipment service in the Powertrain Systems segment.

Electronics and Safety. This segment offers a wide range of electronic and safety equipment in the areas of controls, security, infotainment, communications, safety systems and power electronics.

Electronic controls products primarily consist of body computers and security systems.

Infotainment and driver interface portfolio primarily consists of receivers, My Fi reception systems, digital receivers, satellite audio receivers, navigation systems, displays (including re-configurable displays) and mechatronics.

Passive and active safety electronics primarily includes occupant detection systems, collision warning systems, advanced cruise control technologies, collision sensing and auto braking.

Electric and hybrid electric vehicle power electronics comprises power modules, inverters and converters and battery packs.

7


Thermal Systems. This segment offers energy efficient thermal system and component solutions for the automotive market and continues to develop applications for the non-automotive market. Our Automotive Thermal Products are designed to meet customers' needs for powertrain thermal management and cabin thermal comfort (climate control).

Main powertrain cooling products include condenser, radiator, fan module and charge air cooling heat exchangers assemblies.

Climate control portfolio includes HVAC modules, with evaporator and heater core components, air conditioning compressors and controls.

Competition

Although the overall number of our top competitors decreased due to ongoing industry consolidation, the automotive parts industry remains extremely competitive. OEMs rigorously evaluate suppliers on the basis of product quality, price, reliability and timeliness of delivery, product design capability, technical expertise and development capability, new product innovation, financial viability, application oflean principles, operational flexibility, customer service and overall management. In addition, our customers generally require that we demonstrate improved efficiencies, through cost reductions and/or price improvement, on a year-over-year basis.

Our competitors in each of our operating segments are as follows:

Segment Competitors

Electrical/Electronic Architecture........................................................................... • Lear Corporation

• Leoni AG

• Molex Inc.

• TE Connectivity, Ltd.

• Sumitomo Corporation

• Yazaki Corporation

Powertrain Systems ... .. . ... .. . . . .. .. . .. .... .. ...... ..... ... ....... ... . . . .. ... ... ... . ...... .. . .. . ..... .. . .. .. ... . .. • Bosch Group

• Continental AG

• Denso Corporation

• Hitachi, Ltd.

• Magneti Marelli S.p.A.

Electronics and Safety ............................................................................................ • Autoliv AB

• Bosch Group

• Continental AG

• Denso Corporation

• Harman International Industries

• Panasonic Corporation

• TRW Automotive

• Visteon Corporation

Thermal Systems . .. ... ... .. ... .. . .... .... .. .. . ... .. ..... ... . . ...... .. . .. .. ....... ..... .... ........ ... ... ... .. . .. .. . . • Denso Corporation

8

• Halla Visteon Climate Control Corp.

·MAHLE

• Sanden Corporation

• Valeo, SA


Customers

We sell our products and services to the major global OEMs in every region of the world. We also sell our products to the worldwide aftermarket for replacement parts, including the aftermarket operations of our OEM customers and to other distributors and retailers. The following table provides the percentage of net sales to our largest customers for the year ended December 31, 2014:

Customer Percentage of Net Sales

GM............................................................................................................................................................ 17%

Volkswagen Group ("VW")........... ........................................................................................................... 10%

Daimler AG ("Daimler").......................................................................................................................... 6o/o

Fiat Chrysler Automobiles N.V................................................................................................................ 6%

Shanghai General Motors Company Limited........................................................................................... 5%

Ford Motor Company ("Ford")................................................................................................................ 5%

PSA Peugeot Citroen ("PSA").................................................................................................................. 5%

Hyundai Motor Company......................................................................................................................... 4%

Geely Automobile Holdings Limited........................................................................................................ 3%

Toyota Motor Corporation........................................................................................................................ 2%

Supply Relationships with Our Customers

We typically supply products to our OEM customers through purchase orders, which are generally governed by general terms and conditions established by each OEM. Although the terms and conditions vary from customer to customer, they typically contemplate a relationship under which our customers place orders for their requirements of specific components supplied for particular vehicles but are not required to purchase any minimum amount of products from us. These relationships typically extend over the life of the related vehicle. Prices are negotiated with respect to each business award, which may be subject to adjustments under certain circumstances, such as commodity or foreign exchange escalation/de-escalation clauses or for cost reductions achieved by us. The terms and conditions typically provide that we are subject to a warranty on the products supplied; in most cases, the duration of such warranty is coterminous with the warranty offered by the OEM to the end-user of the vehicle. We may also be obligated to share in all or a part ofrecall costs ifthe OEM recalls its vehicles for defects attributable to our products.

Individual purchase orders are terminable for cause or non-performance and, in most cases, upon our insolvency and certain change of control events. In addition, many of our OEM customers have the option to terminate for convenience on certain programs, which permits our customers to impose pressure on pricing during the life of the vehicle program, and issue purchase contracts for Jess than the duration of the vehicle program, which potentially reduces our profit margins and increases the risk of our losing future sales under those purchase contracts. Additionally, our largest customer, GM, expressly reserves a right to terminate for competitiveness on certain of our long-term supply contracts. We manufacture and ship based on customer release schedules, normally provided on a weekly basis, which can vary due to cyclical automobile production or dealer inventory levels.

Although customer programs typically extend to future periods, and although there is an expectation that we will supply certain levels of OEM production during such future periods, customer agreements including applicable terms and conditions do not necessarily constitute firm orders. Firm orders are generally limited to specific and authorized customer purchase order releases placed with our manufacturing and distribution centers for actual production and order fulfillment. Firm orders are typically fulfilled as promptly as possible from the conversion of available raw materials, sub-components and work-in-process inventory for OEM orders and from current on-hand finished goods inventory for aftermarket orders. The dollar amount of such purchase order releases on hand and not processed at any point in time is not believed to be significant based upon the timeframe involved.

9


Certification of Principal Executive Officer

I, Rodney O'Neal, certify that:

CERTIFICATIONS

1. I have reviewed this annual report on Form 10-K of Delphi Automotive PLC;

Exhibit 31.1

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15( e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 9, 2015

Isl Rodney O'Neal

Rodney O'Neal

Chief Executive Officer & President

(Principal Executive Officer)


Certification of Principal Financial Officer

I, Mark J. Murphy, certify that:

CERTIFICATIONS

Exhibit 31.2

.1. I have reviewed this annual report on Form 10-K of Delphi Automotive PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; ·

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l 3a-15(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(t) and 15d-l 5(t)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Isl Mark J. Murphy

Mark J. Murphy

Chief Financial Officer and Executive Vice President

(Principal Financial Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this annual report on Form 10-K of Delphi Automotive PLC (the "Company") for the period ended December 31, 2014, with the Securities and Exchange Commission on the date hereof(the "Report"), I, Rodney O'Neal, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002 to the best of my knowledge, that:

I. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.


/s/ Rodney O'Neal

Rodney O'Neal

Chief Executive Officer & President

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of this annual report on Form 10-K of Delphi Automotive PLC (the "Company") for the period ended December 31, 2014, with the Securities and Exchange Commission on the date hereof(the "Report"), I, Mark J. Murphy, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002 to the best of my knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.


Isl Mark J. Murphy

Mark J. Murphy

Chief Financial Officer and Executive Vice President

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


(PAGE INTENTIONALLY LEFf BLANK)


EX IBIT B


Samsung Semiconductor, Inc. Mutual Nondlsclosure Agreement (SStC)

This agreement ("AgreemenrJ is dated and effective lhe ea11ler of June 1. 2015 or the dale of slgnatura in the Samsung signature block \Effective Date"), bet..veen SAMSUNG SEMICONDUCTOR, INC., acling through fh& Samsung Strategy and innovation Center, 2440 Sand Hm Read.Suite 302, Mi:nlo Palk, CA 94025("Samsung), and Delphi Automotive Systems, LLC, acUng throtJgh its Elecironics & Safely OMsion with an address or:_2151 E. Lincoln Rd., Kol\orno, IN 45902 {'Participant').

1. Definition or Ctmfidentlal lnformallon. •conrid<>nlial Information" means any non-public loformalion of a Disclo•i"ll Party including but not limited to business plans, products. technbl data, •peciflaiticns, documantatian, rules and procedure•, contracts, presentation•. knew-how, product plans, buslne•• methods, product func1iooality, services, data, customers, marl<ets, competitive analysis, dalabases, !ormab, methodologies, app!icaliom, developmenbi, invenlions, proceSSlis, paymen~ delivetY and lnspeclion proredores, llesigns, drawings, algorithms, formulas, or Information related to engineering, marketing, or finance. Written confidential Information snail be dearly marked 'CONFlDENTIAL' or have a slm~ar restidive legelll!. Oral or visual disclosures of Confidential Information shal be designated as confidential al the time of dlsdosur& and the Disclosing Party shall summarize such Confidential Information in writing lo the Receiving Party within ten (10) business days.

:t. Nondi&closure and llonuse Obl!gatlons. A. •oiscloslog Party" is a named party to this Agreement which discloses its Confidential Information lo a Receiving Party. A "Receiving Party" is a named party lo this Agreement which accepts. receives, views. or olherwise obtains Confldenffal fnformalion from a Disclosing Party. 'Affiliate• means an individual or business entity which is majority conlrofted by. controlling, or uncler common control wnh a named party lo this Agreement. bu\ excludes direct competitors of a Disclosing Party. Notwahslanding 111• rmegoing, the parties agree Iha! Samsung Affiliates and S•msung Representatiws (def10ed below) may l>ci as Disclos'ing Parties or Receiving Parties under this Agreemenl

8. Receiving Party shall use the same degree or care, but never less than a reasonable standan:I or care, lo prevent !he unaulllorized disclosure, dissemina1ion. and use of Conftdenllal Information as ii does to p10tec! its own similar Confidential lnfonnation. No reverse engineering, decompiling, or :slmHsr activities are permitted.

A. was tigMully in the posS&-"•ion of the Receiving Party piiOf lo receiving it from the Disclosing Party; B. is iodepcndenUy developed by !he R"ceiving Party wilhoot use of or reliance upon the Confidential Information from Disclosing Party; C. was in lh!t public domain at or subsequent 1o the time cf disclosure (through no breach of Receiving ?arty); or D. is obtained in good faith from a lhird party not under any obligation cf confidentiality.

E. Provided further that It shall no\ be considered a breach ol lhis Ag<eemMt or a waiver of confidentiality tor other purposes if lnfonn~llon hereunder is required to be disdosed by a party pursuant lo a valid order by a court or o1her 9011emmentat entity with jurisdiction, J>l!)l,ided that Recehmg Party µrovides the Disclosing Party wilh prompt written notice of such demand (pdor to any schedu!ed dlsdosttra) in order to permit Disclosing Party to challenge such disclosure or obtain a prolective on:ler at Disclosing Party's expense.

F. Subject lo !he obligations of use and conf;dentially imposed herein. each party preserves ils rights to make, use, procure or mail<et any products, seNices, now or in the fU!ure, which may be compelillve with thc<e offered or contemplated by the other party.

4. Olsclalmers. No parjy shal have any right, license, or interest in or 10 any Conndenlial lnfomi.aUon ot the olher party. This Agreement does nol impose or imply an obfigation by eilher party to enter into any contract or business relationship with the other party, and is not any agency er parlrn!rship between the parties Aff Confidential Information is provided "AS IS" and without any warranty whether expressed or impli&d, as lo !ha accuracy or completeness, its suitability for a particular purpose or its noninfringemenl Of third party rights. If a party take$ any action petmilled hereunder and reues on lhe other parjy's Conliden1ial Information, it doe• •o al it• own risk and expense This provision survives the condusion of the Term

5. Export Restrictions. Confidential Information disclosed lo the Receiving Party may be subject to export and import reslrictians. Without limiting any other resmcl.ions set out herein, Dlsdoslng Party agrees to p10vide to Receiving Party an infcmnalion necessary for Receiving Party to delermine whether Confidential tnrormation is subject to export restricllons, Including bu! not limited to the proper clus.ification Of such information. Provided Iha! Olsclnsing Party fulfills Us obligallons under !his Section,

C. Receiving Party may disclose and permit access lo Disdo$ing Party's Raccivlng Party sg~H not to impM, export, re-export. or llllns!er directly or in<llre.cUy, -----~~--eonfidentlal·Jllformatio1rW-only'tts·employees"l!lll!'employeenir-Alflllates\!lho·mo1i- .any-JlrodUci,~..lnfotm<l~.Of...$Oflware.rum"'"".d-her""nder, "'.'··lhe.direct-~~-·--··--~·-·

know such information for furtherinQ !he speciflG mulual objectives ol the parties lo !his product or ":"'h let;f;rncal lnformalion or sol\ware &xcepl m compliance Wllh !he laws Agreement {and limited IO only the specific persons desctibad in Exhibit A if &action and regulations of_ .lhe ':"'tional ~rid/or other (sub-national and/or ~up~naUonal) 2.EA applias). provided that such persons have agr&ed in writing to receive it under government autl\olitie3 wnh i:uthonly .over the country(ies) and/or temtory(1es) fr?m tenns at lea$\ as reslrieliva ta• thosa specified in this Agreement. Receiving Party sh an which the produ:t. t.ec;:hnlC;"'I mformation, or sof!wara fUmlshed hereunder Is being be responsible (Including jolnUy and severally responsible as appTicabie). for such exported or to which it 15 bell10 Imported. employees and Affiliates complying wilh the 1enns of this Agreement. Receiving Party 6. Ganeral. This Agreement commences on lhe Effective Date and continues for may disclose and permit access IO Disclosing Party's Confidentlal loformaUon to its three (3) years from Iha Effective Oate ('Term"). bul all accrued obllgalions. aulhoriz.ed Representatives. 'Representatives• means direciors, officers, board restriclions, and prohibitions with r1!9ard to Ccnfiden~al lnform:>lion !lhall continue for members, board advisors. contractors and consultants cf a named party to lhis an additional one (1) year beyond the Term. This Agreement shall be governed by Agreement or o! its Affiliate!'!. Such Representatives must know such infoonation for "1\d construed accoroing to lhe laws Of the State cf California. The parties agree that furthering the specific mutual objectives of the parties to lhis Agreement (and limited there ls oo adequale remedy al taw for breach and the non-breaching party may be lo onfy the speciftr: persons described in Exhibit A if section 2.E.4 applies), provided enUUe<l lo seek equttab!e relief, lndl.lding Injunction, and all Oilier remedie$ permitted that such persons have agreed in writing lo receive ~ under letm5 at least as by law. Nn laHure or delay by either party in exercising any light shalt be deemed a restrictive as !hose speci!'ied 1n lhl.s Agraemen\. ReceMng Party shall be responsible waiver. Each party consents lo exclusive venue, and peNonal ]urisd'IC!ion, in the (including joinUy and severally responsll:lle as appftcabte) for such Representatives courts located ln Sanla Clara County. California. This Agreement shall not be complying with lhe terms of 1hi5 Agreement am&nded or modified except by a writing signed by duly aulh<>rized t1•presenlalive_. of D. All Confidential lnfomiation dlsc!osed by lhe Olsdoslng Party shaU remain the !hit parUM. This Agre&ment sllall not be assigned by ei!her party without th& prior property of Disclosing Patfy and al Conftdenl!al Information and copies thereof shall written consent of !he ether party. This Agreement may be e><ec:U!ed in any number of be immediately returned upon tenninat!on of this Agreement or at the req.,esl of count<>rpatta, each of which shall be deemed lo constiluta an origlnlll, but all of which Dis:dosing ?arty. togelher shall conotitule one Md !ha same instrument This Agreement may be

E. The Collfidential Information is solely for the following purpose: {IF NO BOXES ARE CHECKED, THEN BOX 111 SHAU. APPL YJ I. 18] Internal evaluation for determining a possible future business relationship between !he parties (wilhout any obligation to enler into any such proposed transaclion) relating to wireless connectlvity, advanced driver assistance systems and automated driving. 2. Direclly supporting any agn:emenlll between !he parties !hat specitE'iJlly reremnce this Agreement and/or that ara specifically referenced In the line:s of section 2.E.5 ol lhls Agreement 3. 0 Internal deve!opment of a proposal for Disclosing Party (without any obligation lo enter Into such proposed transaction). 4. 0 The sole exclusive purposes set forth in. and (nolwithslanding olher terms in l!iis i\gr,,.,menl) ilmiled ta !he specillc ln<f111lduals named on, EXhibit A herelo an<! incorporated by reference 5. D Other.~~~~~~~~~~~~~~~~ 3. Exclll$loos from Noml!scloslll'l! Obligations. Receiving Party's obligalions under lliis Agreement shall not apply to any Confidential Information which:

executed in facsimHe or eleclronically-transmitted portable dowmenl format (.PDF} and such signatures shall have !he same force of law as one executed and witnessed by the parties in pe!S011. This Agreement constilules the entire Jlgreement between !he parUes and supersedes au previous i:ommunicattons with respect to this specific subject matter. {EXHIBIT A ATTACHED AND INTEGRATED BY REFERENCE .Q!!!.!,Y lF BOX 2.E.4 IS CHECKED).

u~.L

T~e=·~---..3.U&~~~~:lol<~'-------Date: ____ __..._c.....t~,_!...>l ______ _

:;~cipant ~ ~. lJ~

Printed Name: Kalherin& S. W.nter

TiUe: V.P., Software & Services, MyFi


EXHIBIT C


November iO, 2015

Electronics & Safety Automotive Systems, LLC

5725 Delphi Drive Ml 48098

Dear Mr.

from last

John Absmeier 605 Hlll St

[email protected]

this letter as my format 2015, two weeks from of course, ensure that all of my

or that and ! will assist in any way to facliitate a smooth

my for the wonderful nn"'Vllr!C""' over the last nineteen years. The

at has been invaluable. l have

venture investments in company.

that l wiil be I wtl! Delphi with look forward to \Nith you and with

remember my time at again in the

Please do not hesitate to contact me lf you need any further information and in touch.

John Absmeier


E HI IT D


Delphi Proprietary" Confidential or Secret Information Inventory_ Returned by John Absmeier to Suzanne Wagner on November 17, 2015

Contents mailed to: Delphi Electronics and Safety CTC 1 West - Suzanne Wagner 2151 East Lincoln Road Kokomo, IN 46902

Phone: + 1 (765)451-0382

Inventory: 1. Signed Delphi IP letter 2. Thumb Drive Memory Sticks

a. Quantity: 1 O b. Contents: Digital information, media packets, press releases, presentations, documents and

personnel information, also includes personal files which are sensitive and confidential to John Absmeier

3. Hand Written Notebooks a. Quantity: 12 b. Contents: John Absmeier's hand written notes, meeting minutes, etc.

4. Miscellaneous Items a. Quantity: 7 b. Contents: 2 Delphi badges (Kokomo and Rochester), 1 COSTCO membership card, 1 AT&T calling

card, 2 building keys for Silicon Valley, 1 desk key Silicon Valley office 5. 2013 Tesla Model-S California Title

a. Quantity: 1 b. Contents: 1 California Title document for Delphi's Tesla Model-S

6. Hard Copy Documents a. Quantity: 4 b. Contents: Delphi SRESP program, DLSV Presentation, McKinsey Study Presentation, Media Event

Prep Package

Signed/Name:


EXHIBIT


From: Francis Ho-SSI Sent: Tuesday, December 01, 2015 4:36 PM To: John Absmeier-SSI Cc: Francis Ho-SSI ([email protected]) Subject: Beginning employment at SSIC

Dear John,

As you begin employment for Samsung's Strategy & Innovation Center (SSIC}, we write to remind you of your obligations to avoid disclosing any confidential information or trade secrets acquired from any previous employers, or otherwise using this information in the course of your employment for SSIC. These obligations are further detailed in the Company's employment policies, including the "Employee Agreement Regarding Confidential Information and Inventions" which has been provided to you by your HR Representative and is also attached here. You agree to abide by these policies as a condition of your employment with SSIC.

Please direct any questions you may have about our policies regarding the use of confidential information to myself or to your HR representative.

Best regards, Francis Ho


UNITED STATES DISTRICT COURT DELPHI AUTOMOTIVE … · 2:15-cv-13966-GAD-DRG Doc # 31-2 Filed...

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Transcript of UNITED STATES DISTRICT COURT DELPHI AUTOMOTIVE … · 2:15-cv-13966-GAD-DRG Doc # 31-2 Filed...