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8-K - 8-K - Aptiv PLCa8-kq12015earningsrelease.htm
Exhibit 99.1


Delphi Reports First Quarter 2015 Financial Results

GILLINGHAM, England - Delphi Automotive PLC (NYSE: DLPH), a leading global vehicle components manufacturer, today reported first quarter 2015 U.S. GAAP earnings from continuing operations of $0.99 per diluted share. Excluding special items, first quarter earnings from continuing operations increased 4% to $1.21 per diluted share.

Highlights Include:
Revenue of $3.8 billion, up 6% adjusted for currency exchange and commodity movements
Growth of 4 points above market
U.S. GAAP diluted earnings per share from continuing operations of $0.99
Excluding special items, earnings from continuing operations of $1.21 per diluted share, up 4%
Adjusted Operating Income of $472 million, up 2%
Adjusted Operating Income margin of 12.4%, up 50 basis points
Generated $121 million of cash from continuing operations
Share repurchases and dividends of $313 million
Announced agreement for sale of Thermal Systems business to MAHLE for approximately $727 million, expected to close in the 3rd quarter of 2015
Thermal Systems classified as discontinued operations for all periods presented

“Delphi’s strong financial results demonstrate that the disciplined execution of our strategy is resulting in solid operating growth," said Kevin Clark, president and chief executive officer. "Additionally, the sale of our Thermal Division has unlocked value for our shareholders and will help fuel a focused, high-growth product portfolio that capitalizes on industry trends in safe, green and connected content going forward."

First Quarter 2015 Results
The Company reported first quarter 2015 revenue of $3.8 billion, a decline of 3% from the prior year period, reflecting unfavorable currency impacts, which offset continued volume growth in Asia and North America. Adjusted for the impacts of currency exchange and commodity movements, revenue increased by 6% in the first quarter. This



reflects growth of 15% in Asia, 7% in North America and 2% in Europe, partially offset by a decline of 16% in South America.
The Company reported first quarter 2015 U.S. GAAP net income from continuing operations of $288 million and earnings from continuing operations of $0.99 per diluted share, compared to $310 million and $1.01 per diluted share in the prior year period. First quarter net income from continuing operations excluding restructuring and other special items ("Adjusted Net Income"), totaled $353 million, or $1.21 per diluted share, which includes the favorable impacts of a reduced share count. Adjusted Net Income in the prior year period was $357 million, or $1.16 per diluted share.
First quarter earnings before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring and other special items ("Adjusted Operating Income") was $472 million, compared to $463 million in the prior year period. Adjusted Operating Income margin increased 50 basis points in the first quarter of 2015 to 12.4%, compared with 11.9% in the prior year period. Despite the unfavorable impacts of currency exchange, Adjusted Operating Income increased as a result of above-market growth of our businesses in Asia and North America and the impacts of successful cost reduction initiatives. Depreciation and amortization expense totaled $128 million in the first quarter, compared to $134 million in the prior year period.
Interest expense for the first quarter totaled $32 million, a decrease from $35 million in the prior year period, which reflects the benefits of our debt refinancing transactions in the first quarters of 2015 and 2014. Additionally, both the first quarter of 2015 and 2014 included losses on the extinguishment of debt, which totaled $52 million and $34 million, respectively.
Tax expense in the first quarter of 2015 was $61 million, resulting in an effective tax rate of approximately 17%, compared to $69 million, or an effective rate of 18%, in the prior year period. The decrease reflects a decline in pretax earnings from continuing operations, as well as the geographic mix of these pretax earnings.
The Company generated net cash flow from continuing operating activities of $121 million in the first quarter of 2015, compared to $118 million in the prior year period. As of March 31, 2015, the Company had cash and cash equivalents of $558 million and total debt of $2.7 billion.
Reconciliations of Adjusted Net Income, Adjusted Net Income per Share, Adjusted Operating Income and Cash Flow Before Financing, which are non-GAAP measures, to the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States ("GAAP") are provided in the attached supplemental schedules.

Discontinued Operations - Sale of Thermal Business
As previously disclosed, during the first quarter of 2015 Delphi entered into a definitive agreement to sell its wholly-owned Thermal Systems business to MAHLE GmbH for approximately $727 million, subject to closing adjustments. The sale is expected to close in the third quarter of 2015, subject to regulatory and other approvals, and Delphi expects to receive proceeds of approximately $670 million and to recognize a gain on the divestiture of over $300 million. Proceeds from the sale will be used to fund future growth initiatives, including acquisitions, as well as share repurchases under the existing share repurchase program. Delphi and MAHLE also signed a separate letter of intent to sell Delphi’s interest in Shanghai Delphi Automotive Air-Conditioning System Co., Ltd. ("SDAAC"), subject to regulatory and other approvals. Proceeds from the sale of Delphi's interest in SDAAC will be in addition to

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the $727 million paid for the wholly-owned Thermal operations. Additionally, as part of the Company's overall Thermal Systems divestiture strategy, Delphi intends to divest the Company's interest in its Korea Delphi Automotive Systems Corporation ("KDAC") joint venture to a separate buyer.
The results of the Thermal Systems business, including the Company's interests in SDAAC and KDAC, are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. Loss from discontinued operations attributable to Delphi, net of tax, was $79 million for the three months ended March 31, 2015, which includes an $88 million non-cash impairment loss related to the Company's interest in KDAC.

Share Repurchase Program
During the first quarter of 2015, Delphi repurchased 3.23 million shares for approximately $240 million under its existing authorized share repurchase program, leaving approximately $1,426 million available for future share repurchases. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

Q2 2015 and Full Year 2015 Outlook
The Company's second quarter and full year 2015 financial guidance is as follows:
(in millions, except per share amounts)
Continuing Ops Q2 2015
Continuing Ops Full Year 2015
Revenue
$3,825 - $3,925
$15,300 - $15,700
Adjusted operating income
$500 - $520
$1,980 - $2,080
Adjusted operating income margin
13.1% - 13.2%
12.9% - 13.2%
Adjusted earnings per share
$1.27 - $1.37
$5.35 - $5.50
Cash flow before financing
 
$1,100
Capital expenditures
 
$800
Adjusted effective tax rate
 
17%

Conference Call and Webcast
The Company will host a conference call to discuss these results at 8:30 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US domestic) or 706.634.4982 (international) or through a webcast at http://investor.delphi.com/. The conference ID number is 25775847. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company's website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information
This press release contains information about Delphi's financial results which are not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income per Share and Cash Flow Before Financing are non-GAAP financial measures. Adjusted Operating Income represents net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring, other project and integration costs related to acquisitions and other portfolio transactions

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and asset impairments. Adjusted Net Income represents net income (loss) attributable to Delphi before income (loss) from discontinued operations, net of tax, restructuring, other project and integration costs related to acquisitions and other portfolio transactions, asset impairments and debt extinguishment costs. Adjusted Net Income Per Share represents Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the period. Cash Flow Before Financing represents cash provided by (used in) operating activities from continuing operations plus cash provided by (used in) investing activities from continuing operations. Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company's financial position and results of operations.
Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Delphi
Delphi Automotive PLC (NYSE: DLPH) is a leading global technology company for automotive and commercial vehicle markets delivering solutions that help make vehicles safe, green and connected. Headquartered in Gillingham, U.K., Delphi operates technical centers, manufacturing sites and customer support services in 33 countries. Visit www.delphi.com.

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

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DELPHI AUTOMOTIVE PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended
 
March 31,
 
2015
 
2014
 
(in millions, except per share amounts)
Net sales
$
3,797

 
$
3,897

Operating expenses:
 
 
 
Cost of sales
3,056

 
3,164

Selling, general and administrative
255

 
248

Amortization
24

 
24

Restructuring
16

 
21

Total operating expenses
3,351

 
3,457

Operating income
446

 
440

Interest expense
(32
)
 
(35
)
Other expense, net
(54
)
 
(17
)
Income from continuing operations before income taxes and equity income
360

 
388

Income tax expense
(61
)
 
(69
)
Income from continuing operations before equity income
299

 
319

Equity income, net of tax
5

 
7

Income from continuing operations
304

 
326

(Loss) income from discontinued operations, net of tax
(75
)
 
15

Net income
229

 
341

Net income attributable to noncontrolling interest
20

 
21

Net income attributable to Delphi
$
209

 
$
320

 
 
 
 
Amounts attributable to Delphi:
 
 
 
Income from continuing operations
$
288

 
$
310

(Loss) income from discontinued operations
(79
)
 
10

Net income
$
209

 
$
320

 
 
 
 
Diluted net income (loss) per share:
 
 
 
Continuing operations
$
0.99

 
$
1.01

Discontinued operations
(0.27
)
 
0.03

Diluted net income per share attributable to Delphi
$
0.72

 
$
1.04

Weighted average number of diluted shares outstanding
291.81

 
306.89

 
 
 
 
Cash dividends declared per share
$
0.25

 
$
0.25



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DELPHI AUTOMOTIVE PLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
March 31,
2015
 
December 31,
2014
 
 
 
(in millions)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
558

 
$
859

Restricted cash
1

 
1

Accounts receivable, net
2,677

 
2,400

Inventories
1,081

 
1,013

Other current assets
533

 
567

Current assets held for sale
837

 
384

Total current assets
5,687

 
5,224

Long-term assets:
 
 
 
Property, net
2,905

 
3,021

Investments in affiliates
101

 
98

Intangible assets, net
681

 
728

Goodwill
611

 
656

Other long-term assets
479

 
508

Long-term assets held for sale

 
511

Total long-term assets
4,777

 
5,522

Total assets
$
10,464

 
$
10,746

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term debt
$
44

 
$
34

Accounts payable
2,287

 
2,278

Accrued liabilities
1,081

 
1,221

Current liabilities held for sale
406

 
356

Total current liabilities
3,818

 
3,889

Long-term liabilities:
 
 
 
Long-term debt
2,673

 
2,417

Pension benefit obligations
926

 
1,002

Other long-term liabilities
384

 
390

Long-term liabilities held for sale

 
35

Total long-term liabilities
3,983

 
3,844

Total liabilities
7,801

 
7,733

Commitments and contingencies
 
 
 
Total Delphi shareholder's equity
2,155

 
2,510

Noncontrolling interest
508

 
503

Total shareholders’ equity
2,663

 
3,013

Total liabilities and shareholders’ equity
$
10,464

 
$
10,746



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DELPHI AUTOMOTIVE PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
 
March 31,
 
2015
 
2014
 
(in millions)
Cash flows from operating activities:
 
 
 
Net income
$
229

 
$
341

(Loss) income from discontinued operations, net of tax
(75
)
 
15

Income from continuing operations
304

 
326

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
128

 
134

Deferred income taxes
(1
)
 
10

Income from equity method investments, net of dividends received
(5
)
 
(7
)
Loss on extinguishment of debt
52

 
34

Other, net
12

 
14

Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
(277
)
 
(358
)
Inventories
(68
)
 
(127
)
Accounts payable
105

 
175

Other, net
(110
)
 
(59
)
Pension contributions
(19
)
 
(24
)
Net cash provided by operating activities from continuing operations
121

 
118

Net cash provided by operating activities from discontinued operations
14

 
18

Net cash provided by operating activities
135

 
136

Cash flows from investing activities:
 
 
 
Capital expenditures
(213
)
 
(272
)
Proceeds from sale of property / investments

 
1

Decrease in restricted cash

 
(3
)
Net cash used in investing activities from continuing operations
(213
)
 
(274
)
Net cash used in investing activities from discontinued operations
(37
)
 
(26
)
Net cash used in investing activities
(250
)
 
(300
)
Cash flows from financing activities:
 
 
 
Increase in short and long-term debt, net
217

 
4

Dividend payments of consolidated affiliates to minority shareholders
(13
)
 
(7
)
Repurchase of ordinary shares
(240
)
 
(153
)
Distribution of cash dividends
(73
)
 
(77
)
Taxes withheld and paid on employees' restricted share awards
(58
)
 
(8
)
Net cash used in financing activities
(167
)
 
(241
)
Effect of exchange rate fluctuations on cash and cash equivalents
(21
)
 
(6
)
Decrease in cash and cash equivalents
(303
)
 
(411
)
Cash and cash equivalents at beginning of period
904

 
1,389

Cash and cash equivalents at end of period
$
601

 
$
978

Cash and cash equivalents of discontinued operations
$
43

 
$
43

Cash and cash equivalents of continuing operations
$
558

 
$
935


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DELPHI AUTOMOTIVE PLC
FOOTNOTES
(Unaudited)

1. Segment Summary
 
Three Months Ended
 
March 31,
 
2015
 
2014
 
%
 
(in millions)
 
 
Net Sales
 
 
 
 
 
   Electrical/Electronic Architecture
$
2,078

 
$
2,111

 
(2)%
   Powertrain Systems
1,081

 
1,097

 
(1)%
   Electronics and Safety
682

 
737

 
(7)%
   Eliminations and Other (a)
(44
)
 
(48
)
 
 
Net Sales
$
3,797

 
$
3,897

 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
   Electrical/Electronic Architecture
$
264

 
$
269

 
(2)%
   Powertrain Systems
129

 
113

 
14%
   Electronics and Safety
79

 
81

 
(2)%
   Eliminations and Other (a)

 

 
 
Adjusted Operating Income
$
472

 
$
463

 
 
 
 
 
 
 
 
(a) Eliminations and Other includes the elimination of inter-segment transactions.
 
 
 
 
 

2. Weighted Average Number of Diluted Shares Outstanding
The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income per share attributable to Delphi for the three months ended March 31, 2015 and 2014:
 
Three Months Ended March 31,
 
2015
 
2014
 
(in millions, except per share data)
Weighted average ordinary shares outstanding, basic
290.90

 
305.85

   Dilutive shares related to RSUs
0.91

 
1.04

Weighted average ordinary shares outstanding, including dilutive shares
291.81

 
306.89

Basic net income per share:
 
 
 
   Continuing operations
$
0.99

 
$
1.02

   Discontinued operations
(0.27
)
 
0.03

   Basic net income per share attributable to Delphi
$
0.72

 
$
1.05

Diluted net income per share:
 
 
 
   Continuing operations
$
0.99

 
$
1.01

   Discontinued operations
(0.27
)
 
0.03

   Diluted net income per share attributable to Delphi
$
0.72

 
$
1.04


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

In this press release the Company has provided information regarding certain non-GAAP financial measures, including "Adjusted Operating Income," "Adjusted Net Income," "Adjusted Net Income per Share" and "Cash Flow Before Financing." Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company's performance which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Adjusted Operating Income is defined as net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, income (loss) from discontinued operations, net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2015 guidance was determined using a consistent manner and methodology.

Consolidated Adjusted Operating Income
 
 
 
 
Three Months Ended
 
March 31,
 
2015
 
2014
 
(in millions)
Net income attributable to Delphi
$
209

 
$
320

   Interest expense
32

 
35

   Other expense, net
54

 
17

   Income tax expense
61

 
69

   Equity income, net of tax
(5
)
 
(7
)
   Loss (income) from discontinued operations, net of tax
75

 
(15
)
   Net income attributable to noncontrolling interest
20

 
21

Operating income
446

 
440

   Restructuring
16

 
21

   Other acquisition and portfolio project costs
8

 
2

   Asset impairments
2

 

Adjusted operating income
$
472

 
$
463



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Segment Adjusted Operating Income
 
 
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015
Electrical/Electronic Architecture
 
Powertrain Systems
 
Electronics and Safety
 
Eliminations and Other
 
Total
Operating income
$
253

 
$
121

 
$
72

 
$

 
$
446

   Restructuring
4

 
6

 
6

 

 
16

   Other acquisition and portfolio project costs
5

 
2

 
1

 

 
8

   Asset impairments
2

 

 

 

 
2

Adjusted operating income
$
264

 
$
129

 
$
79

 
$

 
$
472

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (a)
$
66

 
$
44

 
$
18

 
$

 
$
128

 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2014
Electrical/Electronic Architecture
 
Powertrain Systems
 
Electronics and Safety
 
Eliminations and Other
 
Total
Operating income
$
254

 
$
111

 
$
75

 
$

 
$
440

   Restructuring
13

 
2

 
6

 

 
21

   Other acquisition and portfolio project costs
2

 

 

 

 
2

Adjusted operating income
$
269

 
$
113

 
$
81

 
$

 
$
463

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (a)
$
64

 
$
51

 
$
19

 
$

 
$
134

 
 
 
 
 
 
 
 
 
 
(a) Includes asset impairments.


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

Adjusted Net Income and Adjusted Net Income Per Share: Management believes Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are useful in evaluating the ongoing operating performance of the Company. Adjusted Net Income is defined as net income attributable to Delphi before discontinued operations, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2015 guidance was determined using a consistent manner and methodology.

 
Three Months Ended
 
March 31,
 
2015
 
2014
 
(in millions, except per share amounts)
Net income attributable to Delphi
$
209

 
$
320

Loss (income) from discontinued operations attributable to Delphi, net of tax
79

 
(10
)
Income from continuing operations attributable to Delphi
288

 
310

Adjusting items:
 
 
 
   Restructuring
16

 
21

Other acquisition and portfolio project costs
8

 
2

Asset impairments
2

 

Debt extinguishment costs
52

 
34

Tax impact of adjusting items (a)
(13
)
 
(10
)
Adjusted net income attributable to Delphi
$
353

 
$
357

 
 
 
 
Weighted average number of diluted shares outstanding
291.81

 
306.89

Diluted net income per share from continuing operations attributable to Delphi
$
0.99

 
$
1.01

Adjusted net income per share
$
1.21

 
$
1.16

(a)
Represents the income tax impacts of the adjustments made for restructuring, other acquisition and portfolio project costs, asset impairments and debt extinguishment costs by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.


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Cash Flow Before Financing: Cash Flow Before Financing is presented as a supplemental measure of the Company's liquidity which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions. Cash Flow Before Financing is defined as cash provided by (used in) operating activities from continuing operations plus cash provided by (used in) investing activities from continuing operations. Not all companies use identical calculations of cash flow before financing therefore this presentation may not be comparable to other similarly titled measures of other companies. The Company's 2015 guidance was determined using a consistent manner and methodology.

 
Three Months Ended
 
March 31,
 
2015
 
2014
 
(in millions)
Cash flows from operating activities:
 
 
 
   Income from continuing operations
$
304

 
$
326

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
   Depreciation and amortization
128

 
134

   Working capital
(240
)
 
(310
)
   Pension contributions
(19
)
 
(24
)
   Other, net
(52
)
 
(8
)
Net cash provided by operating activities from continuing operations
121

 
118

 
 
 
 
Cash flows from investing activities:
 
 
 
   Capital expenditures
(213
)
 
(272
)
   Other, net

 
(2
)
Net cash used in investing activities from continuing operations
(213
)
 
(274
)
 
 
 
 
Cash flow before financing
$
(92
)
 
$
(156
)


Investor Contact:
Jessica Holscott
248.813.2312
Jessica.Holscott@delphi.com


Media Contact:
Claudia Tapia
248.813.1507
Claudia.Tapia@delphi.com

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