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Delphi Signs Agreement to Acquire Profitable European Aftermarket Channel

28 February 2000

Delphi Signs Agreement to Acquire Profitable European Aftermarket Channel

         Purchase of Automotive Products Distribution Services (APDS)
    Provides Platform for Expanded European Aftermarket Growth Initiative

                Acquisition Comes Less Than Four Months After
                   Creation of Delphi Aftermarket Division

    LONDON, Feb. 28 -- Delphi Automotive Systems Corporation
announced today that it has reached an agreement to acquire the
AP Distribution Services (APDS) business of AP Group Limited for approximately
U.S. $65 million in cash at an average exchange rate.  Completion of the
transaction will take place immediately.  The company, which will be renamed
Delphi Lockheed Automotive, will be integrated into Delphi's Aftermarket
Operations division.
    "From a corporate perspective, this acquisition is in line with Delphi's
strategy to generate profitable growth and more than double European
aftermarket sales in the next five years," said Jose Maria Alapont, President
Delphi Europe.
    "This transaction adds shareholder value because it meets Delphi
acquisition objectives; is accretive to earnings in the first year; allows for
strategic growth in product lines; expands our customer base; and adds
managerial and aftermarket expertise to the Delphi organization," said
Alapont.
    "From an aftermarket perspective, the acquisition of APDS bolsters
Delphi's position as the aftermarket customer's partner-of-choice because we
can now offer broader product lines and services in an established
distribution channel," said Frank Ordonez, general manager of Delphi's
Aftermarket division.  "With a customer base ranging from national, regional
and retail distributors, APDS adds significantly to our current aftermarket
customer base.  APDS, meanwhile, is strengthened by the support of Delphi's
global manufacturing, engineering and administrative resources and the
industry's most diverse product portfolio.  The combined organization is
focused on leading the European aftermarket," he said.
    APDS has total annual sales of approximately $175 million and employs over
700 people in 5 countries.
    For Delphi, the acquisition exceeds a 20 percent return on invested
capital, and meets its financial objectives for acquisitions, including the
immediate generation of shareholder value by adding to earnings in 2000 and
beyond.  The business is expected to contribute positively toward Delphi's
goals of attaining a 5 percent net income margin and 12.5 percent return on
net assets by 2002.
    "When we created the Delphi Aftermarket division four months ago, one of
the division's first priorities was to enhance the relationships between
Delphi and our major European aftermarket customers," said Ordonez.  "We also
said acquisitions that can bring additional distribution, product expertise,
and services to Delphi would be part of our growth strategy.  The addition of
APDS to the Delphi aftermarket division accomplishes these objectives," he
said.

    APDS is a leading distributor of aftermarket products and supplies for
passenger cars and commercial vehicles throughout Europe.  The company
engineers, manufactures, remanufactures and markets chassis and driveline
components under the AP Lockheed(R) brand and the AP Borg & Beck(R) brand.
APDS has:

    -- Distribution centers located in the UK, France, and Holland.

    -- Manufacturing operations in the UK (including new and remanufactured
       product), Holland (remanufactured product), and France (new
       manufactured product).

    -- Sales offices in Germany and Japan.

    Delphi Lockheed Automotive will be led by Tim Smith, managing director of
APDS UK Operations.  Smith, who will become director Delphi Lockheed
Automotive, will report to Bernhard Mrosek, director of Delphi Aftermarket
Europe.
    Delphi Automotive Systems, headquartered in Troy, Mich., USA, is a world
leader in transportation and mobile electronics components and systems
technology.  Delphi's three business sectors -- Dynamics & Propulsion; Safety,
Thermal & Electrical Architecture; and Electronics & Mobile Communication --
provide comprehensive product solutions to complex customer needs.  With the
addition of APDS, Delphi has approximately 214,200 employees, and operates
178 wholly owned manufacturing sites, 41 joint ventures, 53 customer centers
and sales offices and 27 technical centers in 38 countries.  Regional
headquarters are located in Paris, Tokyo and Sao Paulo, Brazil.  Delphi can be
found on the Internet at http://www.delphiauto.com .
    This press release, other than historical financial information, contains
forward-looking statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to vary materially from
those anticipated in the forward-looking statements are set forth in Delphi's
Securities and Exchange filings, including without limitation, in Items 1 and
7 of Delphi's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and Item 2 of Delphi's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30, and Sept. 30, 1999.