Delphi Automotive (NYSE: DLPH), a leading global vehicle components
manufacturer, today reported fourth quarter 2012 revenues of $3.8
billion, a decrease of 3.4% from the prior year period, the result of
further reductions in European production and continued weakness of the
Euro and Brazilian Real, partially offset by increases as a result of
acquisitions. Adjusted for the impacts of currency exchange, commodity
movements, acquisitions and divestitures, revenue decreased by 4% in the
fourth quarter.
The Company reported fourth quarter U.S. GAAP net income of $136 million
and earnings of $0.43 per diluted share, compared to $290 million and
$0.88 per diluted share in the prior year period. The current year
quarterly U.S. GAAP results include special items consisting of
restructuring-related charges and acquisition-related costs. Excluding
these special items, the Company reported adjusted fourth quarter
earnings of $287 million, or $0.90 per diluted share, compared to
adjusted earnings of $299 million, or $0.91 per diluted share in the
prior year period.
“Delphi's fourth quarter financial results reflect the continued high
level of execution, particularly in the face of a challenging
environment in Europe," said Rodney O'Neal, chief executive officer and
president. "As expected, European vehicle production levels continued to
be weak, and as previously announced, we initiated significant
restructuring actions, primarily in Europe, that we believe will provide
future benefits. Maintaining and improving our lean operating structure
is of paramount importance to us, and we believe better positions Delphi
to provide strong results for our shareholders."
Fourth Quarter 2012 Results
The Company reported fourth quarter 2012 revenue of $3.8 billion, a
decrease of 4% over the fourth quarter of 2011, adjusting for currency
exchange, commodity movements, acquisitions and divestitures. This
reflects solid growth of 11% in Asia, 6% growth in North America and 4%
growth in South America, offset by a 18% decline in Europe.
Fourth quarter net income excluding restructuring, asset impairments and
acquisition related integration costs ("Adjusted Net Income"), totaled
$287 million, or $0.90 per diluted share, which includes the favorable
impacts of a lower effective tax rate and share repurchases, partially
offset by increased expense resulting from the variable accounting
related to the Company's 2010 Long-Term Incentive Plan. Adjusted Net
Income in the prior year period was $299 million, or $0.91 per diluted
share.
Fourth quarter earnings before depreciation and amortization, interest
expense, other income (expense), income tax expense, equity income,
restructuring and acquisition integration costs (“Adjusted EBITDA”) was
$486 million, compared to $541 million in the prior year period.
Adjusted EBITDA margin was 12.9% in the fourth quarter of 2012, compared
with 13.9% in the prior year period. The reduction in Adjusted EBITDA
reflects continuing volume reductions in Europe, unfavorable impacts of
currency exchange, and $11 million of increased expense resulting from
the variable accounting impacts related to the Company's 2010 Long-Term
Incentive Plan. Excluding the variable impacts of the 2010 Long-Term
Incentive Plan, Adjusted EBITDA margin for the fourth quarter of 2012
was 13.2%.
Interest expense for the fourth quarter totaled $36 million, comparable
to $39 million in the prior year period.
A tax benefit of $15 million was recognized in the fourth quarter of
2012, compared to a tax expense of $29 million in the prior year period.
The 2012 period reflects lower pretax earnings, the geographic mix of
pretax earnings, and the recognition of tax planning initiatives and
discrete tax items.
Full Year 2012 Results
The Company reported 2012 revenue of $15.5 billion, essentially flat
compared to 2011, adjusting for currency exchange, commodity movements,
acquisitions and divestitures, and reflects growth of 11% in Asia and 6%
in North America, partially offset by a 6% decline in Europe and South
America, respectively.
The Company reported full year 2012 U.S. GAAP net income of $1.1 billion
and earnings of $3.33 per diluted share, compared to $1.1 billion or
$2.72 per diluted share in the prior year. Full year 2012 Adjusted Net
Income totaled $1,240 million, or $3.84 per diluted share, which
includes the favorable impact of share repurchases in 2012 and the
unfavorable impact from the variable 2010 Long-Term Incentive Plan,
compared to Adjusted Net Income of $1,169 million, or $2.78 per diluted
share, in the prior year period.
Full year 2012 Adjusted EBITDA totaled $2,142 million, compared to
$2,150 million in the prior year period. Adjusted EBITDA margin for the
full year 2012 improved 40 basis points to 13.8%, from 13.4% in the
prior year period. Adjusted EBITDA in 2012 reflects strong performance
in the Electrical/Electronic Architecture, Powertrain and Electronics
and Safety segments, partially offset by lower earnings in our Thermal
business segment, the unfavorable impacts of currency exchange, and $64
million of increased expense resulting from the variable accounting
impacts related to the Company's 2010 Long-Term Incentive Plan.
Excluding the variable impacts of the 2010 Long-Term Incentive Plan,
Adjusted EBITDA margin for the full year 2012 was 14.2%.
Interest expense for 2012 totaled $136 million, compared to $123 million
in the prior year period, primarily reflecting the debt financing
incurred at the end of the first quarter of 2011 to redeem the ownership
interests previously held by General Motors Company and the Pension
Benefit Guaranty Corporation.
Tax expense for 2012 was $212 million, resulting in an effective tax
rate of approximately 16%, compared to $305 million, or an effective
rate of 20%, in the prior year period. The improvement in 2012 primarily
reflects the impacts of the geographic mix of pretax earnings, tax
planning initiatives, and the recognition of discrete tax items.
The Company generated net cash flow from operating activities of $1.5
billion in 2012 including approximately $200 million related to the
payments of awards under the Company's 2010 Long-Term Incentive Plan,
compared to $1.4 billion in the prior year period. Cash flow before
financing totaled $827 million compared to $859 million in the prior
year period.
As of December 31, 2012, the Company had cash and cash equivalents of
$1.1 billion and access to $1.3 billion in undrawn committed revolving
bank facilities, providing the Company with $2.4 billion of total
liquidity. Total debt outstanding as of December 31, 2012 was $2.5
billion.
Share Repurchase Program
In 2012, Delphi's Board of Directors authorized two share repurchase
programs in the aggregate amount of $1.05 billion. During the fourth
quarter of 2012 Delphi repurchased 2.68 million shares at an average
price of $33.81 per share, which totaled approximately $91 million.
During the full year 2012 Delphi repurchased 13.42 million shares at an
average price of $30.02 per share, which totaled approximately $403
million, leaving approximately $647 million available for future share
repurchases. These share repurchases are in addition to approximately
$180 million of ownership interest repurchases in the third quarter of
2011. All repurchased shares were retired, and are reflected as a
reduction of ordinary share capital for the par value of the shares,
with the excess applied as reductions to additional paid-in capital and
retained earnings.
Restructuring and Integration
In light of continued economic uncertainties, particularly in Europe, we
expanded our previously announced restructuring activities from $250
million to approximately $300 million, beginning in the fourth quarter
of 2012, that are intended to improve Delphi's industry leading cost
structure. We recorded restructuring charges of approximately $170
million in the fourth quarter of 2012, including $15 million of related
asset impairments, with the balance expected to be recognized throughout
2013. Approximately 75% of the restructuring costs are in Europe, and
include workforce reductions as well as plant closures. These actions
are expected to be substantially completed by the end of 2013.
Additionally, in the fourth quarter, we recognized $22 million of
acquisition advisory and integration costs related to the acquisition of
the Motorized Vehicles Division ("MVL") from FCI Group in October 2012.
Q1 2013 and Full Year 2013 Outlook
The Company's first quarter and full year 2013 financial guidance is as
follows:
|
|
|
|
|
|
|
Q1
|
|
Full Year
|
(in millions, except per share amounts)
|
|
2013
|
|
2013
|
Adjusted Earnings Per Share
|
|
$0.93 - $1.00
|
|
$4.12 - $4.38
|
Adjusted EBITDA
|
|
$515 - $540
|
|
$2,325 - $2,425
|
Adjusted EBITDA Margin
|
|
13.2% - 13.5%
|
|
14.4% - 14.6%
|
Revenue
|
|
$3,900 - $4,000
|
|
$16,200 - $16,600
|
Depreciation and Amortization
|
|
|
|
$600
|
Cash Flow Before Financing
|
|
|
|
$1,000
|
Capital Expenditures
|
|
|
|
$750
|
Effective Tax Rate
|
|
|
|
16%
|
Share Count - Diluted
|
|
|
|
317
|
Full year 2013 mid-point earnings per share guidance represents 11%
growth year-over-year and assumes global vehicle production increases of
1% and European declines of 4% in 2013.
Conference Call and Webcast
The Company will host a conference call to discuss these results at
10:00 a.m. (ET) today, which is accessible by dialing 888.486.0553 (US
domestic) or 706.634.4982 (international) or through a webcast at http://delphi.com/investors.
The conference ID number is 88676975. A slide presentation will
accompany the prepared remarks and has been posted on the investor
relations section of the Company's website. A replay will be available
two hours following the conference call.
Use of Non-GAAP Financial Information
This press release contains information about Delphi's financial results
which are not presented in accordance with accounting principles
generally accepted in the United States (“GAAP”). Such non-GAAP
financial measures are reconciled to their closest GAAP financial
measures at the end of this press release. Non-GAAP measures should not
be considered in isolation or as a substitute for our reported results
prepared in accordance with GAAP and, as calculated, may not be
comparable to other similarly titled measures of other companies.
About Delphi
Delphi is a leading global supplier of electronics and technologies for
automotive, commercial vehicle and other market segments. Operating
major technical centers, manufacturing sites and customer support
facilities in 32 countries, Delphi delivers real-world innovations that
make products smarter and safer as well as more powerful and efficient.
Connect to innovation at www.delphi.com.
FORWARD-LOOKING STATEMENTS
This press release, as well as other statements made by Delphi
Automotive PLC (the “Company”), contain forward-looking statements that
reflect, when made, the Company's current views with respect to current
events and financial performance. Such forward-looking statements are
subject to many risks, uncertainties and factors relating to the
Company's operations and business environment, which may cause the
actual results of the Company to be materially different from any future
results. All statements that address future operating, financial or
business performance or the Company's strategies or expectations are
forward-looking statements. Factors that could cause actual results to
differ materially from these forward-looking statements are discussed
under the captions “Risk Factors” and “Management's Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company's filings with the Securities and Exchange Commission. New risks
and uncertainties arise from time to time, and it is impossible for us
to predict these events or how they may affect the Company. It should be
remembered that the price of the ordinary shares and any income from
them can go down as well as up. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events and/or otherwise, except
as may be required by law.
|
DELPHI AUTOMOTIVE PLC
|
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
(in millions, except
|
|
(in millions, except
|
|
|
per share amounts)
|
|
per share amounts)
|
Net sales
|
|
$
|
3,767
|
|
|
$
|
3,900
|
|
|
$
|
15,519
|
|
|
$
|
16,041
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
3,158
|
|
|
3,221
|
|
|
12,861
|
|
|
13,386
|
|
Selling, general and administrative
|
|
254
|
|
|
234
|
|
|
927
|
|
|
901
|
|
Amortization
|
|
24
|
|
|
23
|
|
|
84
|
|
|
79
|
|
Restructuring
|
|
154
|
|
|
11
|
|
|
171
|
|
|
31
|
|
Total operating expenses
|
|
3,590
|
|
|
3,489
|
|
|
14,043
|
|
|
14,397
|
|
Operating income
|
|
177
|
|
|
411
|
|
|
1,476
|
|
|
1,644
|
|
Interest expense
|
|
(36
|
)
|
|
(39
|
)
|
|
(136
|
)
|
|
(123
|
)
|
Other income (expense), net
|
|
(10
|
)
|
|
(28
|
)
|
|
5
|
|
|
(15
|
)
|
Income before income taxes and equity income
|
|
131
|
|
|
344
|
|
|
1,345
|
|
|
1,506
|
|
Income tax benefit (expense)
|
|
15
|
|
|
(29
|
)
|
|
(212
|
)
|
|
(305
|
)
|
Income before equity income
|
|
146
|
|
|
315
|
|
|
1,133
|
|
|
1,201
|
|
Equity income (loss), net of tax
|
|
9
|
|
|
(3
|
)
|
|
27
|
|
|
22
|
|
Net income
|
|
155
|
|
|
312
|
|
|
1,160
|
|
|
1,223
|
|
Net income attributable to noncontrolling interest
|
|
19
|
|
|
22
|
|
|
83
|
|
|
78
|
|
Net income attributable to Delphi
|
|
$
|
136
|
|
|
$
|
290
|
|
|
$
|
1,077
|
|
|
$
|
1,145
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
Diluted net income per share attributable to Delphi
|
|
$
|
0.43
|
|
|
$
|
0.88
|
|
|
$
|
3.33
|
|
|
$
|
2.72
|
|
Weighted average number of diluted shares outstanding
|
|
317.38
|
|
|
328.34
|
|
|
323.29
|
|
|
421.26
|
|
|
DELPHI AUTOMOTIVE PLC
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
|
(unaudited)
|
|
|
|
(in millions)
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,105
|
|
|
$
|
1,363
|
Restricted cash
|
|
8
|
|
|
9
|
Accounts receivable, net
|
|
2,425
|
|
|
2,459
|
Inventories
|
|
1,066
|
|
|
1,054
|
Other current assets
|
|
623
|
|
|
616
|
Total current assets
|
|
5,227
|
|
|
5,501
|
Long-term assets:
|
|
|
|
|
Property, net
|
|
2,860
|
|
|
2,315
|
Investments in affiliates
|
|
231
|
|
|
257
|
Intangible assets, net
|
|
803
|
|
|
588
|
Goodwill
|
|
473
|
|
|
8
|
Other long-term assets
|
|
582
|
|
|
459
|
Total long-term assets
|
|
4,949
|
|
|
3,627
|
Total assets
|
|
$
|
10,176
|
|
|
$
|
9,128
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Short-term debt
|
|
$
|
140
|
|
|
$
|
107
|
Accounts payable
|
|
2,278
|
|
|
2,397
|
Accrued liabilities
|
|
1,241
|
|
|
1,208
|
Total current liabilities
|
|
3,659
|
|
|
3,712
|
Long-term liabilities:
|
|
|
|
|
Long-term debt
|
|
2,324
|
|
|
1,996
|
Pension benefit obligations
|
|
929
|
|
|
674
|
Other long-term liabilities
|
|
434
|
|
|
575
|
Total long-term liabilities
|
|
3,687
|
|
|
3,245
|
Total liabilities
|
|
7,346
|
|
|
6,957
|
Commitments and contingencies
|
|
|
|
|
Total Delphi shareholder's equity
|
|
2,345
|
|
|
1,688
|
Noncontrolling interest
|
|
485
|
|
|
483
|
Total shareholders’ equity
|
|
2,830
|
|
|
2,171
|
Total liabilities and shareholders’ equity
|
|
$
|
10,176
|
|
|
$
|
9,128
|
|
DELPHI AUTOMOTIVE PLC
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited)
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
|
(in millions)
|
Cash flows from operating activities:
|
|
|
|
|
Net income
|
|
$
|
1,160
|
|
|
$
|
1,223
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
Depreciation and amortization
|
|
486
|
|
|
475
|
|
Deferred income taxes
|
|
(63
|
)
|
|
(36
|
)
|
Income from equity method investments, net of dividends received
|
|
(1
|
)
|
|
(13
|
)
|
Other, net
|
|
165
|
|
|
24
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
Accounts receivable, net
|
|
198
|
|
|
(149
|
)
|
Inventories
|
|
49
|
|
|
(64
|
)
|
Accounts payable
|
|
(153
|
)
|
|
98
|
|
Other, net
|
|
(294
|
)
|
|
(22
|
)
|
Pension contributions
|
|
(69
|
)
|
|
(159
|
)
|
Net cash provided by operating activities
|
|
1,478
|
|
|
1,377
|
|
Cash flows from investing activities:
|
|
|
|
|
Capital expenditures
|
|
(705
|
)
|
|
(630
|
)
|
Maturity of time deposits
|
|
—
|
|
|
550
|
|
Proceeds from sale of property / investments
|
|
20
|
|
|
72
|
|
Cost of acquisitions, net of cash acquired
|
|
(980
|
)
|
|
(17
|
)
|
(Increase) decrease in restricted cash
|
|
1
|
|
|
38
|
|
Loans to related parties
|
|
14
|
|
|
(14
|
)
|
Acquisition of minority held shares
|
|
(16
|
)
|
|
—
|
|
Dividends from equity method investments in excess of earnings
|
|
37
|
|
|
—
|
|
Other, net
|
|
(2
|
)
|
|
(9
|
)
|
Net cash used in investing activities
|
|
(1,631
|
)
|
|
(10
|
)
|
Cash flows from financing activities:
|
|
|
|
|
(Decrease) increase in short and long-term debt, net
|
|
345
|
|
|
1,689
|
|
Dividend payments of consolidated affiliates to minority shareholders
|
|
(47
|
)
|
|
(43
|
)
|
Repurchase of ordinary shares
|
|
(403
|
)
|
|
—
|
|
Distributions to Delphi equity holders
|
|
—
|
|
|
(93
|
)
|
Redemption of membership interests
|
|
—
|
|
|
(4,747
|
)
|
Net cash used in financing activities
|
|
(105
|
)
|
|
(3,194
|
)
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
|
—
|
|
|
(29
|
)
|
Decrease in cash and cash equivalents
|
|
(258
|
)
|
|
(1,856
|
)
|
Cash and cash equivalents at beginning of period
|
|
1,363
|
|
|
3,219
|
|
Cash and cash equivalents at end of period
|
|
$
|
1,105
|
|
|
$
|
1,363
|
|
|
DELPHI AUTOMOTIVE PLC
|
FOOTNOTES
|
(unaudited)
|
|
|
|
|
|
|
|
1. Segment Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
%
|
|
2012
|
|
2011
|
|
%
|
|
|
(in millions)
|
|
|
|
(in millions)
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/Electronic Architecture
|
|
$
|
1,766
|
|
|
$
|
1,630
|
|
|
8
|
%
|
|
$
|
6,815
|
|
|
$
|
6,642
|
|
|
3
|
%
|
Powertrain Systems
|
|
1,059
|
|
|
1,241
|
|
|
(15
|
)%
|
|
4,656
|
|
|
4,970
|
|
|
(6
|
)%
|
Electronics and Safety
|
|
640
|
|
|
686
|
|
|
(7
|
)%
|
|
2,732
|
|
|
2,931
|
|
|
(7
|
)%
|
Thermal Systems
|
|
349
|
|
|
402
|
|
|
(13
|
)%
|
|
1,541
|
|
|
1,755
|
|
|
(12
|
)%
|
Eliminations and Other (a)
|
|
(47
|
)
|
|
(59
|
)
|
|
|
|
(225
|
)
|
|
(257
|
)
|
|
|
Net sales
|
|
$
|
3,767
|
|
|
$
|
3,900
|
|
|
|
|
$
|
15,519
|
|
|
$
|
16,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/Electronic Architecture
|
|
$
|
231
|
|
|
$
|
182
|
|
|
27
|
%
|
|
$
|
945
|
|
|
$
|
880
|
|
|
7
|
%
|
Powertrain Systems
|
|
148
|
|
|
227
|
|
|
(35
|
)%
|
|
723
|
|
|
722
|
|
|
—
|
|
Electronics and Safety
|
|
91
|
|
|
92
|
|
|
(1
|
)%
|
|
363
|
|
|
374
|
|
|
(3
|
)%
|
Thermal Systems
|
|
16
|
|
|
40
|
|
|
(60
|
)%
|
|
111
|
|
|
174
|
|
|
(36
|
)%
|
Eliminations and Other (a)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
Adjusted EBITDA
|
|
$
|
486
|
|
|
$
|
541
|
|
|
|
|
$
|
2,142
|
|
|
$
|
2,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Eliminations and Other includes the elimination of inter-segment
transactions.
|
|
2. Weighted Average Number of Diluted Shares Outstanding
The Company has calculated weighted average number of diluted shares
outstanding giving retrospective effect to our corporate conversion
(exchange of membership interests for ordinary shares and consummation
of the initial public offering). The impact of these transactions on the
weighted average number of diluted shares outstanding for the three
months and year ended December 31, 2011 follows:
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
(in millions, except per share data)
|
Weighted average ordinary shares outstanding as result of the
initial public offering
|
|
n/a
|
|
328.24
|
|
|
n/a
|
|
328.24
|
Redemption of Class A & C membership interests
|
|
n/a
|
|
—
|
|
|
n/a
|
|
86.11
|
Repurchase of Class B membership interests
|
|
n/a
|
|
0.10
|
|
|
n/a
|
|
6.91
|
Weighted average ordinary shares outstanding for the period
|
|
317.38
|
|
|
328.34
|
|
|
323.29
|
|
|
421.26
|
|
|
|
|
|
|
|
|
|
Net income attributable to Delphi
|
|
$
|
136
|
|
|
$
|
290
|
|
|
$
|
1,077
|
|
|
$
|
1,145
|
Diluted earnings per share
|
|
$
|
0.43
|
|
|
$
|
0.88
|
|
|
$
|
3.33
|
|
|
$
|
2.72
|
|
DELPHI AUTOMOTIVE PLC
|
RECONCILIATION OF NON-GAAP MEASURES
|
(unaudited)
|
|
In this press release the Company has provided information regarding
certain non-GAAP financial measures, including "Adjusted EBITDA",
"Adjusted Net Income", "Adjusted Net Income per Share" and "cash
flow before financing". Such non-GAAP financial measures are
reconciled to their closest GAAP financial measure in the following
schedules.
|
|
Adjusted EBITDA: Adjusted
EBITDA is presented as a supplemental measure of the Company's
performance which is consistent with the basis and manner in which
management presents financial information for the purpose of
making internal operating decisions. Adjusted EBITDA is defined as
net income (loss) before depreciation and amortization (including
long-lived asset and goodwill impairment), interest expense, other
income (expense), net, income tax expense, restructuring,
acquisition integration costs and equity income (loss), net of
tax. Not all companies use identical calculations of Adjusted
EBITDA therefore this presentation may not be comparable to other
similarly titled measures of other companies. The Company's 2013
guidance was determined using a consistent manner and methodology.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
(in millions)
|
Net income attributable to Delphi
|
|
$
|
136
|
|
|
$
|
290
|
|
|
$
|
1,077
|
|
|
$
|
1,145
|
|
Income tax expense
|
|
|
(15
|
)
|
|
|
29
|
|
|
|
212
|
|
|
|
305
|
|
Interest expense
|
|
|
36
|
|
|
|
39
|
|
|
|
136
|
|
|
|
123
|
|
Other income, net
|
|
|
10
|
|
|
|
28
|
|
|
|
(5
|
)
|
|
|
15
|
|
Noncontrolling interest
|
|
|
19
|
|
|
|
22
|
|
|
|
83
|
|
|
|
78
|
|
Equity income, net of tax
|
|
|
(9
|
)
|
|
|
3
|
|
|
|
(27
|
)
|
|
|
(22
|
)
|
Operating income
|
|
|
177
|
|
|
|
411
|
|
|
|
1,476
|
|
|
|
1,644
|
|
Depreciation and amortization
|
|
|
146
|
|
|
|
119
|
|
|
|
486
|
|
|
|
475
|
|
EBITDA
|
|
$
|
323
|
|
|
$
|
530
|
|
|
$
|
1,962
|
|
|
$
|
2,119
|
|
Restructuring
|
|
|
154
|
|
|
|
11
|
|
|
|
171
|
|
|
|
31
|
|
Other acquisition-related costs
|
|
|
9
|
|
|
|
—
|
|
|
|
9
|
|
|
|
—
|
|
Adjusted EBITDA
|
|
$
|
486
|
|
|
$
|
541
|
|
|
$
|
2,142
|
|
|
$
|
2,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic
|
|
Powertrain
|
|
Electronics
|
|
Thermal
|
|
Eliminations
|
|
|
|
Three Months Ended December 31, 2012
|
|
Architecture
|
|
Systems
|
|
and Safety
|
|
Systems
|
|
and Other
|
|
Total
|
Operating income
|
|
$
|
127
|
|
|
$
|
79
|
|
|
$
|
(30
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
177
|
Depreciation and amortization
|
|
|
52
|
|
|
|
48
|
|
|
|
35
|
|
|
|
11
|
|
|
|
—
|
|
|
|
146
|
EBITDA
|
|
$
|
179
|
|
|
$
|
127
|
|
|
$
|
5
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
323
|
Restructuring
|
|
|
43
|
|
|
|
21
|
|
|
|
86
|
|
|
|
4
|
|
|
|
—
|
|
|
|
154
|
Other acquisition-related costs
|
|
|
9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9
|
Adjusted EBITDA
|
|
$
|
231
|
|
|
$
|
148
|
|
|
$
|
91
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic
|
|
Powertrain
|
|
Electronics
|
|
Thermal
|
|
Eliminations
|
|
|
|
Three Months Ended December 31, 2011
|
|
Architecture
|
|
Systems
|
|
and Safety
|
|
Systems
|
|
and Other
|
|
Total
|
Operating income
|
|
$
|
144
|
|
|
$
|
172
|
|
|
$
|
64
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
411
|
Depreciation and amortization
|
|
|
34
|
|
|
|
51
|
|
|
|
26
|
|
|
|
8
|
|
|
|
—
|
|
|
|
119
|
EBITDA
|
|
$
|
178
|
|
|
$
|
223
|
|
|
$
|
90
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
530
|
Restructuring
|
|
|
4
|
|
|
|
4
|
|
|
|
2
|
|
|
|
1
|
|
|
|
—
|
|
|
|
11
|
Other acquisition-related costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
Adjusted EBITDA
|
|
$
|
182
|
|
|
$
|
227
|
|
|
$
|
92
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic
|
|
Powertrain
|
|
Electronics
|
|
Thermal
|
|
Eliminations
|
|
|
|
Year Ended December 31, 2012
|
|
Architecture
|
|
Systems
|
|
and Safety
|
|
Systems
|
|
and Other
|
|
Total
|
Operating income
|
|
$
|
723
|
|
|
$
|
516
|
|
|
$
|
177
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
1,476
|
Depreciation and amortization
|
|
|
164
|
|
|
|
182
|
|
|
|
97
|
|
|
|
43
|
|
|
|
—
|
|
|
|
486
|
EBITDA
|
|
$
|
887
|
|
|
$
|
698
|
|
|
$
|
274
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
1,962
|
Restructuring
|
|
|
49
|
|
|
|
25
|
|
|
|
89
|
|
|
|
8
|
|
|
|
|
|
|
171
|
Other acquisition-related costs
|
|
|
9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9
|
Adjusted EBITDA
|
|
$
|
945
|
|
|
$
|
723
|
|
|
$
|
363
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
2,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic
|
|
Powertrain
|
|
Electronics
|
|
Thermal
|
|
Eliminations
|
|
|
|
Year Ended December 31, 2011
|
|
Architecture
|
|
Systems
|
|
and Safety
|
|
Systems
|
|
and Other
|
|
Total
|
Operating income
|
|
$
|
737
|
|
|
$
|
515
|
|
|
$
|
264
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
1,644
|
Depreciation and amortization
|
|
|
131
|
|
|
|
195
|
|
|
|
105
|
|
|
|
44
|
|
|
|
—
|
|
|
|
475
|
EBITDA
|
|
$
|
868
|
|
|
$
|
710
|
|
|
$
|
369
|
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
2,119
|
Restructuring
|
|
|
12
|
|
|
|
12
|
|
|
|
5
|
|
|
|
2
|
|
|
|
—
|
|
|
|
31
|
Other acquisition-related costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
Adjusted EBITDA
|
|
$
|
880
|
|
|
$
|
722
|
|
|
$
|
374
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
2,150
|
|
DELPHI AUTOMOTIVE PLC
|
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
|
(unaudited)
|
|
Adjusted Net Income and Adjusted Net
Income Per Share: Management believes adjusted net
income and adjusted net income per share, which are non-GAAP
measures, are useful in evaluating the ongoing operating
performance of the Company.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Three Months Ended
|
|
|
December 31, 2012
|
|
|
|
|
December 31, 2012
|
|
|
Actual
|
|
Adjustments
|
|
|
Adjusted
|
|
|
(in millions, except per share amounts)
|
Net sales
|
|
$
|
3,767
|
|
|
|
|
|
$
|
3,767
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Cost of sales
|
|
3,158
|
|
|
(15
|
)
|
(a)
|
|
3,138
|
|
|
|
|
|
(5
|
)
|
(b)
|
|
|
Selling, general and administrative
|
|
254
|
|
|
(4
|
)
|
(b)
|
|
250
|
|
Amortization
|
|
24
|
|
|
|
|
|
24
|
|
Restructuring
|
|
154
|
|
|
(154
|
)
|
(c)
|
|
—
|
|
Total operating expenses
|
|
3,590
|
|
|
(178
|
)
|
|
|
3,412
|
|
Operating income
|
|
177
|
|
|
178
|
|
|
|
355
|
|
Interest expense
|
|
(36
|
)
|
|
|
|
|
(36
|
)
|
Other income (expense), net
|
|
(10
|
)
|
|
13
|
|
(d)
|
|
3
|
|
Income before income taxes and equity income
|
|
131
|
|
|
191
|
|
|
|
322
|
|
Income tax benefit (expense)
|
|
15
|
|
|
(40
|
)
|
(e)
|
|
(25
|
)
|
Income before equity income
|
|
146
|
|
|
151
|
|
|
|
297
|
|
Equity income, net of tax
|
|
9
|
|
|
|
|
|
9
|
|
Net income
|
|
155
|
|
|
151
|
|
|
|
306
|
|
Net income attributable to noncontrolling interest
|
|
19
|
|
|
|
|
|
19
|
|
Net income attributable to Delphi
|
|
$
|
136
|
|
|
$
|
151
|
|
|
|
$
|
287
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
Diluted net income per share attributable to Delphi
|
|
$
|
0.43
|
|
|
|
|
|
$
|
0.90
|
|
Weighted average number of diluted shares outstanding
|
|
317.38
|
|
|
|
|
|
317.38
|
|
(a)
|
|
Represents the elimination of asset impairments.
|
(b)
|
|
Represents the elimination of acquisition-related integration costs.
|
(c)
|
|
Represents the elimination of restructuring charges.
|
(d)
|
|
Represents the elimination of acquisition-related advisory and
transaction costs.
|
(e)
|
|
Represents the income tax impacts of the adjustments made for
restructuring charges, asset impairments and acquisition advisory
and integration costs, by calculating the income tax impact of these
items using the appropriate tax rate for the jurisdiction where the
charges were incurred.
|
|
DELPHI AUTOMOTIVE PLC
|
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
|
(unaudited)
|
|
Adjusted Net Income and Adjusted Net
Income Per Share: Management believes adjusted net
income and adjusted net income per share, which are non-GAAP
measures, are useful in evaluating the ongoing operating
performance of the Company.
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
Year Ended
|
|
|
December 31, 2012
|
|
|
|
|
December 31, 2012
|
|
|
Actual
|
|
Adjustments
|
|
|
Adjusted
|
|
|
(in millions, except per share amounts)
|
Net sales
|
|
$
|
15,519
|
|
|
|
|
|
$
|
15,519
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Cost of sales
|
|
12,861
|
|
|
(15
|
)
|
(a)
|
|
12,841
|
|
|
|
|
|
(5
|
)
|
(b)
|
|
|
Selling, general and administrative
|
|
927
|
|
|
(4
|
)
|
(b)
|
|
923
|
|
Amortization
|
|
84
|
|
|
|
|
|
84
|
|
Restructuring
|
|
171
|
|
|
(171
|
)
|
(c)
|
|
—
|
|
Total operating expenses
|
|
14,043
|
|
|
(195
|
)
|
|
|
13,848
|
|
Operating income
|
|
1,476
|
|
|
195
|
|
|
|
1,671
|
|
Interest expense
|
|
(136
|
)
|
|
|
|
|
(136
|
)
|
Other income (expense), net
|
|
5
|
|
|
13
|
|
(d)
|
|
18
|
|
Income before income taxes and equity income
|
|
1,345
|
|
|
208
|
|
|
|
1,553
|
|
Income tax expense
|
|
(212
|
)
|
|
(45
|
)
|
(e)
|
|
(257
|
)
|
Income before equity income
|
|
1,133
|
|
|
163
|
|
|
|
1,296
|
|
Equity income, net of tax
|
|
27
|
|
|
|
|
|
27
|
|
Net income
|
|
1,160
|
|
|
163
|
|
|
|
1,323
|
|
Net income attributable to noncontrolling interest
|
|
83
|
|
|
|
|
|
83
|
|
Net income attributable to Delphi
|
|
$
|
1,077
|
|
|
$
|
163
|
|
|
|
$
|
1,240
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
Diluted net income per share attributable to Delphi
|
|
$
|
3.33
|
|
|
|
|
|
$
|
3.84
|
|
Weighted average number of diluted shares outstanding
|
|
323.29
|
|
|
|
|
|
323.29
|
|
(a)
|
|
Represents the elimination of asset impairments.
|
(b)
|
|
Represents the elimination of acquisition-related integration costs.
|
(c)
|
|
Represents the elimination of restructuring charges.
|
(d)
|
|
Represents the elimination of acquisition-related advisory and
transaction costs.
|
(e)
|
|
Represents the income tax impacts of the adjustments made for
restructuring charges, asset impairments and acquisition advisory
and integration costs, by calculating the income tax impact of these
items using the appropriate tax rate for the jurisdiction where the
charges were incurred.
|
|
DELPHI AUTOMOTIVE PLC
|
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
|
(unaudited)
|
|
Adjusted Net Income and Adjusted Net
Income Per Share: Management believes adjusted net
income and adjusted net income per share, which are non-GAAP
measures, are useful in evaluating the ongoing operating
performance of the Company.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Three Months Ended
|
|
|
December 31, 2011
|
|
|
|
|
December 31, 2011
|
|
|
Actual
|
|
Adjustments
|
|
|
Adjusted
|
|
|
(in millions, except per share amounts)
|
Net sales
|
|
$
|
3,900
|
|
|
|
|
|
$
|
3,900
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Cost of sales
|
|
3,221
|
|
|
|
|
|
3,221
|
|
Selling, general and administrative
|
|
234
|
|
|
|
|
|
234
|
|
Amortization
|
|
23
|
|
|
|
|
|
23
|
|
Restructuring
|
|
11
|
|
|
(11
|
)
|
(a)
|
|
—
|
|
Total operating expenses
|
|
3,489
|
|
|
(11
|
)
|
|
|
3,478
|
|
Operating income
|
|
411
|
|
|
11
|
|
|
|
422
|
|
Interest expense
|
|
(39
|
)
|
|
|
|
|
(39
|
)
|
Other income (expense), net
|
|
(28
|
)
|
|
|
|
|
(28
|
)
|
Income before income taxes and equity income
|
|
344
|
|
|
11
|
|
|
|
355
|
|
Income tax expense
|
|
(29
|
)
|
|
(2
|
)
|
(b)
|
|
(31
|
)
|
Income before equity income
|
|
315
|
|
|
9
|
|
|
|
324
|
|
Equity loss, net of tax
|
|
(3
|
)
|
|
|
|
|
(3
|
)
|
Net income
|
|
312
|
|
|
9
|
|
|
|
321
|
|
Net income attributable to noncontrolling interest
|
|
22
|
|
|
|
|
|
22
|
|
Net income attributable to Delphi
|
|
$
|
290
|
|
|
$
|
9
|
|
|
|
$
|
299
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
Diluted net income per share attributable to Delphi
|
|
$
|
0.88
|
|
|
|
|
|
$
|
0.91
|
|
Weighted average number of diluted shares outstanding
|
|
328.34
|
|
|
|
|
|
328.34
|
|
(a)
|
|
Represents the elimination of restructuring charges.
|
(b)
|
|
Represents the income tax impacts of the adjustments made for
restructuring charges, by calculating the income tax impact of these
items using the appropriate tax rate for the jurisdiction where the
charges were incurred.
|
|
DELPHI AUTOMOTIVE PLC
|
RECONCILIATION OF NET EARNINGS TO ADJUSTED EARNINGS
|
(unaudited)
|
|
Adjusted Net Income and Adjusted Net
Income Per Share: Management believes adjusted net
income and adjusted net income per share, which are non-GAAP
measures, are useful in evaluating the ongoing operating
performance of the Company.
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
Year Ended
|
|
|
December 31, 2011
|
|
|
|
|
December 31, 2011
|
|
|
Actual
|
|
Adjustments
|
|
|
Adjusted
|
|
|
(in millions, except per share amounts)
|
Net sales
|
|
$
|
16,041
|
|
|
|
|
|
$
|
16,041
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Cost of sales
|
|
13,386
|
|
|
|
|
|
13,386
|
|
Selling, general and administrative
|
|
901
|
|
|
|
|
|
901
|
|
Amortization
|
|
79
|
|
|
|
|
|
79
|
|
Restructuring
|
|
31
|
|
|
(31
|
)
|
(a)
|
|
—
|
|
Total operating expenses
|
|
14,397
|
|
|
(31
|
)
|
|
|
14,366
|
|
Operating income
|
|
1,644
|
|
|
31
|
|
|
|
1,675
|
|
Interest expense
|
|
(123
|
)
|
|
|
|
|
(123
|
)
|
Other income (expense), net
|
|
(15
|
)
|
|
|
|
|
(15
|
)
|
Income before income taxes and equity income
|
|
1,506
|
|
|
31
|
|
|
|
1,537
|
|
Income tax expense
|
|
(305
|
)
|
|
(7
|
)
|
(b)
|
|
(312
|
)
|
Income before equity income
|
|
1,201
|
|
|
24
|
|
|
|
1,225
|
|
Equity income, net of tax
|
|
22
|
|
|
|
|
|
22
|
|
Net income
|
|
1,223
|
|
|
24
|
|
|
|
1,247
|
|
Net income attributable to noncontrolling interest
|
|
78
|
|
|
|
|
|
78
|
|
Net income attributable to Delphi
|
|
$
|
1,145
|
|
|
$
|
24
|
|
|
|
$
|
1,169
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
Diluted net income per share attributable to Delphi
|
|
$
|
2.72
|
|
|
|
|
|
$
|
2.78
|
|
Weighted average number of diluted shares outstanding
|
|
421.26
|
|
|
|
|
|
421.26
|
|
(a)
|
|
Represents the elimination of restructuring charges.
|
(b)
|
|
Represents the income tax impacts of the adjustments made for
restructuring charges, by calculating the income tax impact of these
items using the appropriate tax rate for the jurisdiction where the
charges were incurred.
|
|
|
|
Cash flow before financing: Cash
flow before financing is presented as a supplemental measure of the
Company's liquidity which is consistent with the basis and manner in
which management presents financial information for the purpose of
making internal operating decisions. Cash flow before financing is
defined as cash provided by (used in) operating activities plus cash
provided by (used in) investing activities, adjusted for maturities of
time deposits, costs associated with the initial public offering (IPO),
and the purchase price of the MVL acquisition. Not all companies use
identical calculations of cash flow before financing therefore this
presentation may not be comparable to other similarly titled measures of
other companies. The Company's 2013 guidance was determined using a
consistent manner and methodology.
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
(in millions)
|
|
(in millions)
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
155
|
|
|
$
|
312
|
|
|
$
|
1,160
|
|
|
$
|
1,223
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
146
|
|
|
119
|
|
|
486
|
|
|
475
|
|
Working capital
|
|
272
|
|
|
190
|
|
|
94
|
|
|
(115
|
)
|
Pension contributions
|
|
(27
|
)
|
|
(108
|
)
|
|
(69
|
)
|
|
(159
|
)
|
Other, net
|
|
(236
|
)
|
|
(45
|
)
|
|
(193
|
)
|
|
(47
|
)
|
Net cash provided by operating activities
|
|
310
|
|
|
468
|
|
|
1,478
|
|
|
1,377
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
(142
|
)
|
|
(176
|
)
|
|
(705
|
)
|
|
(630
|
)
|
Maturity of time deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550
|
|
Cost of MVL acquisition, net of cash acquired
|
|
(980
|
)
|
|
—
|
|
|
(980
|
)
|
|
—
|
|
Other, net
|
|
17
|
|
|
(9
|
)
|
|
54
|
|
|
70
|
|
Net cash used in investing activities
|
|
(1,105
|
)
|
|
(185
|
)
|
|
(1,631
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
Adjustment for cost of the MVL acquisition, net of cash acquired
|
|
980
|
|
|
—
|
|
|
980
|
|
|
—
|
|
Adjustment for maturities of time deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
Adjustment for costs associated with initial public offering
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
Cash flow before financing
|
|
$
|
185
|
|
|
$
|
325
|
|
|
$
|
827
|
|
|
$
|
859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|